Common use of Termination for Cause Clause in Contracts

Termination for Cause. Employer may terminate Employee’s employment at any time “for cause” upon written notice to Employee, setting forth in reasonable detail the basis for the determination of “for cause” (as defined herein). “For cause” shall be defined as conviction of a felony resulting in a material adverse economic effect on Employer; provided that the determination of such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted by a vote of no less than two-thirds (2/3’s) of the entire Board of Directors of the Bank at a meeting duly held and called for such purpose; and provided further, that Employee shall be given reasonable notice of such meeting and shall have the opportunity, together with counsel, to be heard before the Board of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon receipt of the notice by Employee, and the date on which the notice is received shall be deemed to be the Separation Date. In the event Employee is terminated pursuant to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent termination.

Termination for Cause. Employer The Company may terminate Employeethis Agreement for Cause. For purposes of this Agreement, “Cause” means: (a) the willful and continued failure of the Executive to perform substantially the Executive’s employment at any time “duties with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for cause” upon written notice substantial performance is delivered to Employee, setting forth the Executive by the Board of Directors which specifically identifies the manner in reasonable detail which the basis for the determination Board of “for cause” (as defined herein). “For cause” shall be defined as conviction of a felony resulting in a material adverse economic effect on Employer; provided Directors believes that the determination Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of such material adverse economic effect shall the Company’s written policies and procedures, in any each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be made considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by a vote the Board of no less than two-thirds (2/3’s) Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the entire Company. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Bank Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a meeting duly held mutually agreeable time and called for such purpose; and provided further, that Employee shall be given reasonable notice of such meeting and shall have the opportunity, together with counsel, location to be heard before attended by the members of the Board of Directors in person within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any such meeting. Termination under such circumstance shall be effective immediately upon receipt termination of the notice by Employee, and the date on which the notice is received shall this Agreement will be deemed to be the Separation Date. In the event Employee is terminated pursuant to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationwithout Cause.

Termination for Cause. Employer may terminate Employee’s employment at any time “Termination for cause” upon written notice to Employee, setting forth in reasonable detail the basis for the determination of “for cause” (as defined herein). “For causeCause” shall mean termination because of Executive’s personal dishonesty, incompetence, willful misconduct, conduct damaging the reputation of the Bank or the Holding Company, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease and desist order, or material breach of any provision of this Agreement. Notwithstanding the foregoing, Executive shall not be defined as conviction deemed to have been Terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a felony resulting in a material adverse economic effect on Employer; provided that the determination copy of such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted by a the affirmative vote of no not less than two-thirds (2/3’s) a majority of the entire Board of Directors members of the Bank Board at a meeting duly of the Board called and held and called for such purpose; and provided further, that Employee shall be given purpose (after reasonable notice of such meeting to Executive and shall have the opportunityan opportunity for Executive, together with counsel, to be heard before the Board Board), finding that in the good faith opinion of Directors the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 6 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the Holding Company, or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such meeting. Date of Termination under such circumstance shall be effective immediately upon receipt of the notice by Employee, and the date on which the notice is received shall be deemed to be the Separation Date. In the event Employee is terminated pursuant to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationCause.

Termination for Cause. Employer may terminate EmployeeExecutive shall not have the right to receive termination benefits pursuant to Section 5 hereof upon termination for Cause. As used herein, “Cause shall mean termination because of Executive’s: (1) material act of dishonesty in performing Executive’s employment at any time “for cause” upon duties on behalf of the Company and the Bank or a material breach of the Bank’s Code of Conduct or Sexual and Other Non-Harassment Policy; (2) willful misconduct that in the judgment of the Board or the Bank Chief Executive Officer will likely cause economic damage to the Company and the Bank or injury to the business reputation of the Company and the Bank; (3) incompetence, (4) breach of fiduciary duty involving personal profit; (5) intentional failure to perform stated duties after written notice to Employeethereof from the Board; or (6) willful violation of any law, setting forth in reasonable detail rule or regulation (other than traffic violations or similar offenses) that reflect adversely on the basis for reputation of the determination Company and the Bank, any felony conviction, any violation of “for cause” (as defined herein). “For cause” shall be defined as conviction law involving moral turpitude, or any violation of a felony resulting final cease-and-desist order. Notwithstanding the foregoing, prior to a Change in Control, Executive’s termination for Cause will not become effective unless the Chief Executive Officer of the Bank has delivered to Executive a material adverse economic effect on Employer; provided that the determination copy of such material adverse economic effect a Notice of Termination, in accordance with Section 6 hereof. Following a Change in Control, Executive shall in any case not be made pursuant deemed to have been Terminated for Cause unless and until there shall have been delivered to him a Notice of Termination which shall include a copy of a resolution duly adopted by a the affirmative vote of no not less than two-thirds (2/3’s) a majority of the entire Board of Directors members of the Bank Board at a meeting duly of the Board called and held and called for such purpose; and provided further, that Employee shall be given purpose (after reasonable notice of such meeting to Executive and shall have the opportunityan opportunity for him, together with counsel, to be heard before the Board of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon receipt Board), finding that in the good faith opinion of the notice by EmployeeBoard, Executive was guilty of conduct justifying Termination for Cause and specifying the date on which the notice is received shall be deemed to be the Separation Date. In the event Employee is terminated pursuant to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer particulars thereof in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationdetail.

Termination for Cause. Employer The Company may terminate Employee’s the Executive's employment hereunder for Cause. For purposes of this Agreement, the Executive shall be considered to be terminated for "Cause" only upon (i) the conviction of the Executive of a felony under the laws of the United States or any state thereof, whether or not appeal is taken, (ii) the conviction of the Executive for a violation of criminal law involving the Company and its business, (iii) the willful misconduct of the Executive, or the willful or continued failure by the Executive (except as provided in Section 6(e) hereof) to substantially perform his duties hereunder, in either case which has a material adverse effect on the Company; or (iv) the willful fraud or material dishonesty of the Executive in connection with his performance of duties to the Company. However, in no event shall the Executive's employment be considered to have been terminated for "Cause" unless and until the Executive receives a copy of a resolution adopted by the Board finding that, in the good faith opinion of the Board, the Executive is guilty of acts or omissions constituting Cause, which resolution has been duly adopted by an affirmative vote of a majority of the Board, excluding the Executive and any individual alleged to have participated in the acts constituting "Cause." Any such vote shall be taken at any time “a meeting of the Board called and held for cause” upon such purpose, after reasonable written notice is provided to Employee, the Executive setting forth in reasonable detail the facts and circumstances claimed to provide a basis of termination for Cause and the determination of “for cause” (as defined herein). “For cause” shall be defined as conviction of a felony resulting in a material adverse economic effect on Employer; provided that the determination of such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted by a vote of no less than two-thirds (2/3’s) of the entire Board of Directors of the Bank at a meeting duly held and called for such purpose; and provided further, that Employee shall be Executive is given reasonable notice of such meeting and shall have the an opportunity, together with counsel, to be heard before the Board of Directors at Board. The Executive shall have the opportunity to cure any such meeting. Termination under such circumstance shall be effective immediately upon acts or omissions (other than items (i) or (ii) above) within 15 days of the Executive's receipt of such resolution. The foregoing shall not limit the notice by Employee, and right of the date on which Company to suspend the notice is received shall be deemed to be the Separation Date. In the event Employee is terminated pursuant to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance Executive from his day-to-day responsibilities with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by Company pending the terms completion of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationnotice and cure procedures.

Termination for Cause. Employer may terminate EmployeeThe Executive’s employment at any time “hereunder may be terminated for cause” upon written notice to Employee, setting forth in reasonable detail the basis for the determination of “for cause” (cause as defined herein)hereinafter defined. “For causeCause” shall be defined as conviction mean: (i) the Executive’s death; (ii) a material violation by the Executive of any applicable material law or regulation respecting the business of the Employer; (iii) the Executive being found guilty of a felony resulting or an act of dishonesty in a material adverse economic effect on connection with the performance of his duties as an officer of the Employer, or which disqualifies the Executive from serving as an officer or director of the Employer; provided that or (iv) the determination willful or negligent failure of such material adverse economic effect shall the Executive to perform his duties hereunder in any case material respect. Executive’s employment under this Agreement may be made pursuant to a resolution duly adopted by a vote of no less than two-thirds terminated immediately for any cause except under (2/3’siv) of the entire Board of Directors of the Bank at a meeting duly held and called for such purpose; and provided further, that Employee shall be given reasonable notice of such meeting and shall have the opportunity, together with counsel, to be heard before the Board of Directors at any such meetingabove. Termination under such circumstance shall be effective immediately upon receipt of the notice by Employee, and the date on which the notice is received shall be deemed to be the Separation Date. In the event Employee is terminated pursuant to this Section, Employee The Executive shall be entitled only to accrued salaryat least thirty (30) days’ prior written notice of the Employer’s intention to terminate his employment under (iv) above, specifying the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Board his position regarding any dispute relating to the existence of such cause. Upon Executive’s termination for Cause, the Employer shall have no obligations to Executive other than payment, within thirty (30) days, of (A) such Base Salary and vacation and reimbursement expenses pay (for which expense reports have been provided to Employer unused vacation days in accordance with the Employer’s policies and this Agreement or which are provided practices with respect to Employer vacation pay) as shall have accrued and remains unpaid through the effective date of the termination, (B) Bonuses previously determined by the Compensation Committee for any prior fiscal year(s) that remain unpaid, (C) all accrued and unused sick days, and (D) reimbursement for previously incurred expenses eligible for reimbursement pursuant to the Separation Date in accordance with Employer’s policies and this Agreement and practices concerning reimbursement of expenses. In addition, Executive shall be entitled also have such rights to no further compensation or severance payment of any naturepayments, if any, as are provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with under the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02Deferred Compensation Plan, the provisions Amended and Restated Life Insurance Agreement entered into by and between the Employer and Executive and as amended from time to time and such retirement plans under which Executive participated at the time of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent his termination.

Termination for Cause. Employer (a) NRE may terminate Employee’s employment at any time “for cause” this Agreement, effective upon 60 days’ prior written notice to Employee, setting forth in reasonable detail the basis for the determination of “for cause” (as defined herein). “For cause” shall be defined as conviction of a felony resulting in a material adverse economic effect on Employer; provided that the determination of such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted by a vote of no less than two-thirds (2/3’s) of the entire Board of Directors of the Bank at a meeting duly held and called for such purpose; and provided further, that Employee shall be given reasonable notice of such meeting and shall have the opportunity, together with counsel, to be heard before termination from the Board of Directors at to Asset Manager if (i) Asset Manager engages in any act of fraud, misappropriation of funds, or embezzlement against NRE or any of its subsidiaries; (ii) Asset Manager breaches, in bad faith, any provision of this Agreement or there is an event of gross negligence on the part of Asset Manager in the performance of its duties under this Agreement and, in each case, if it has a Material Adverse Effect on NRE and, with respect to a breach in bad faith or gross negligence, if the effects of such meeting. Termination under breach in bad faith or gross negligence can be reversed, such circumstance shall be effective immediately upon effects are not reversed within a period of 60 days of Asset Manager’s receipt of the written notice (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by Employeea court of competent jurisdiction, and in a non-appealable binding order, or the date on which Internal Revenue Service, in a closing agreement made under section 7121 of the notice is received shall be deemed to be the Separation Date. In the event Employee is terminated pursuant to this SectionCode, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and that a provision of this Agreement caused or which are provided will cause NRE to Employer prior fail to the Separation Date in accordance with Employer’s policies and satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement and shall be entitled in a manner that would allow NRE to no further compensation qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or severance payment of any nature, provided howevera permitted assignee, the Employee will also be entitled events in (iii) and (iv) with respect to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan assignee shall be governed not constitute grounds for termination by the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationNRE.

Termination for Cause. Employer SCS may immediately terminate Employee’s employment at this Agreement for cause if it determines that any time “for cause” upon written notice to Employee, setting forth in reasonable detail of the basis following circumstances have occurred: (a) The Contractor is adjudged bankrupt or has made a general assignment for the determination benefit of “for cause” its creditors; (as defined herein). “For cause” shall be defined as conviction of b) All or a felony resulting in a material adverse economic effect on Employer; provided that the determination of such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted by a vote of no less than two-thirds (2/3’s) part of the entire Board Services have been abandoned; (c) Contractor has violated of Directors any of the Bank at provisions of this Agreement. Any such occurrence may constitute a meeting duly held breach permitting SCS to declare this Agreement in default and called to exercise any and all applicable rights and remedies, including but not limited to, termination of the Agreement, suspension and debarment from future contracting opportunities, and withholding and/or forfeiture of compensation due and owing on any contract between the parties. General Indemnity. It is expressly agreed that SCS will not assume liability for such purpose; and provided further, that Employee shall be given reasonable notice any injury (including death) to any persons or damage to any property arising out of such meeting and shall have the opportunity, together with counselacts or omissions of the above named Contractor. Further, to be heard before the Board extent permitted by law, Contractor will defend, indemnify and hold SCS harmless from any and all demands, claims, suits, actions and legal proceedings brought against the SCS, its board members, officers, employees or agents arising out of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon receipt alleged acts or omissions by Contractor in the course of the notice by Employee, and the date on which the notice is received shall be deemed performing Services to be the Separation Date. In the event Employee is terminated SCS pursuant to this SectionAgreement. The foregoing provisions shall include, Employee shall but not be entitled only to accrued salarylimited to, vacation any judgments, awards, settlements, reasonable attorney fees, and reimbursement costs and expenses for which expense reports have been provided to Employer incurred by SCS in accordance connection with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment defense of any natureactual or threatened action, provided howeverproceeding or claim. Patent Indemnification. Contractor warrants that any goods or Services furnished hereunder do not infringe or violate any United State or Canadian patent, trademark, copyright, trade secret or other proprietary right of any third party; that it shall defend all suits that may arise with respect thereto; and that it shall indemnify, defend, save and hold harmless SCS, its officials, employees, agents from and against all liability, suits, claims, costs or expenses, including without limitation attorney and expert witness fees, for or by reason of any actual or alleged claim of infringement. This indemnification shall survive the Employee will also be entitled to payment expiration or termination of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationAgreement.

Termination for Cause. Employer The Corporation may terminate Employee’s employment at any time “for cause” upon written notice to EmployeeExecutive terminate Executive’s employment for Cause. For purposes of this Agreement, setting forth the following shall constitute “Cause”: (i) the willful and repeated failure of Executive to perform any material duties hereunder or gross negligence of Executive in reasonable detail the basis for the determination of “for cause” (as defined herein). “For cause” shall be defined as conviction of a felony resulting in a material adverse economic effect on Employer; provided that the determination performance of such material adverse economic duties, and if such failure or gross negligence is susceptible of cure by Executive, the failure to effect shall in any case be made pursuant to a resolution duly adopted by a vote of no less than two-thirds (2/3’s) of the entire Board of Directors of the Bank at a meeting duly held and called for such purpose; and provided further, that Employee shall be given reasonable cure within 20 days after written notice of such meeting failure or gross negligence is given to Executive; (ii) excessive use of alcohol or illegal drugs interfering with the performance of Executive’s duties hereunder; (iii) theft, embezzlement, fraud, misappropriation of funds, other acts of dishonesty or the violation of any law relating to Executive’s employment; (iv) the conviction of Executive of a felony; or (v) the breach by Executive of any other material provision of this Agreement, and if such breach is susceptible of cure by Executive, the failure to effect such cure within 30 days after written notice of such breach is given to Executive. For purposes of this Agreement, an action shall have the opportunitybe considered “willful” if it is done intentionally, together with counselpurposely or knowingly, to be heard before the Board of Directors at distinguished from an act done carelessly, thoughtlessly or inadvertently. In any such meeting. Termination under such circumstance shall be effective immediately upon receipt of the notice by Employeeevent, and the date on which the notice is received shall be deemed to be the Separation Date. In the event Employee is terminated pursuant to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and Executive shall be entitled to no further compensation or severance payment receive his base salary to and including the date of any naturetermination. Should Executive in good faith dispute his termination for cause, provided howeverhe shall give prompt written notice thereof to the Corporation, in which event such dispute shall be submitted to and determined by arbitration in Washington, DC, before an arbitrator appointed pursuant to the Employee will also rules of the American Arbitration Association (the “Arbitrator”). Such arbitration shall be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested conducted in accordance with the terms rules then obtaining of those plansthe American Arbitration Association. Any such payment award or distribution from a nonqualified deferred compensation plan decision of the Arbitrator shall be governed conclusive in the absence of fraud and judgment thereon may be entered in any court having jurisdiction thereof. The costs of such arbitration shall be borne by the terms of such plan relating party against whom any award or decision is rendered. Executive shall not be entitled to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior receive any compensation for periods subsequent to Employee’s termination his dismissal pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationParagraph 14.

Termination for Cause. Employer may For "Cause" upon the determination by the Company that "Cause" exists to terminate Employee’s employment at any time “Executive's employment. "Cause" means (i) Executive's gross negligence, willful misconduct, or willful neglect in the performance of the material duties and services of Executive hereunder, uncorrected for cause” upon thirty (30) days following the Company's written notice to Employee, setting forth in reasonable detail the basis for the determination Executive of “for cause” need to cure such performance; (as defined herein). “For cause” shall be defined as ii) Executive's final conviction of a felony resulting by a trial court; (iii) any criminal indictment of Executive relating to an event or occurrence for which Executive was directly responsible which, in the business judgment of a majority of the Company's board of directors, exposes the Company to ridicule, shame or business or financial risk; or (iv) a material adverse economic effect on Employer; provided that breach by Executive of any material provision of this Agreement which remains uncorrected for 30 days following the determination Company's written notice to Executive of such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted by a vote of no less than two-thirds (2/3’s) of breach. If the entire Board of Directors of the Bank at a meeting duly held and called Company terminates Executive's employment for such purpose; and provided furtherCause, that Employee shall be given reasonable notice of such meeting and shall have the opportunity, together with counsel, to be heard before the Board of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon receipt of the notice by Employee, and the date on which the notice is received shall be deemed to be the Separation Date. In the event Employee is terminated pursuant to this Section, Employee Executive shall be entitled only to accrued salaryExecutive's pro rata salary through the date of such termination, vacation and reimbursement expenses all future compensation and benefits, other than benefits to which Executive is entitled under the terms of the Company's compensation and/or benefit plans, shall cease. In the case of a termination for which expense reports Cause under subpart (i) above, (a) all stock options previously granted by the Company to Executive that are vested on the date of termination for Cause shall, notwithstanding any contrary provision of any applicable plan or agreement covering any such stock option awards, remain outstanding and continue to be exercisable for a period of 90 days following the date of termination for Cause, (b) all stock options previously granted by the Company to Executive that are not vested on the date of termination for Cause shall terminate immediately and (c) all restricted stock, restricted stock units and other awards that have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer not vested prior to the Separation Date in accordance with Employer’s policies and this Agreement and date of termination for Cause shall be entitled cancelled to no further compensation the extent not then vested. In the case of a termination for Cause under subparts (ii), (iii) or severance payment (iv) above, (y) all stock options previously granted by the Company to Executive (whether or not vested) shall terminate immediately and (z) all restricted stock, restricted stock units and other awards that have not vested prior to the date of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan termination for Cause shall be governed by the terms of such plan relating cancelled to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationextent not then vested.

Termination for Cause. Employer may terminate EmployeeThe Executive’s employment at any time “hereunder may be terminated for cause” upon written notice to Employee, setting forth in reasonable detail the basis for the determination of “for cause” Cause (as defined hereinhereinafter defined). “For causeCause” shall be defined as conviction mean: (i) the Executive’s death; (ii) a material violation by the Executive of any applicable material law or regulation respecting the business of the Employer; (iii) the Executive being found guilty of a felony resulting or an act of dishonesty in a material adverse economic effect on connection with the performance of his duties as an officer of the Employer, or which disqualifies the Executive from serving as an officer or director of the Employer; provided that or (iv) the determination willful or negligent failure of such material adverse economic effect shall the Executive to perform his duties hereunder in any case material respect. The Executive’s employment under this Agreement may be made pursuant to a resolution duly adopted by a vote of no less than two-thirds terminated immediately for any Cause except under (2/3’siv) of the entire Board of Directors of the Bank at a meeting duly held and called for such purpose; and provided further, that Employee shall be given reasonable notice of such meeting and shall have the opportunity, together with counsel, to be heard before the Board of Directors at any such meetingabove. Termination under such circumstance shall be effective immediately upon receipt of the notice by Employee, and the date on which the notice is received shall be deemed to be the Separation Date. In the event Employee is terminated pursuant to this Section, Employee The Executive shall be entitled only to accrued salaryat least thirty (30) days’ prior written notice of the Employer’s intention to terminate his employment under (iv) above, specifying the grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Board his position regarding any dispute relating to the existence of such Cause. Upon the Executive’s termination for Cause, the Employer shall have no obligations to the Executive other than payment, within thirty (30) days, of: (A) such Base Salary and vacation and reimbursement expenses pay (for which expense reports have been provided to Employer unused vacation days in accordance with the Employer’s policies and this Agreement or which are provided practices with respect to Employer vacation pay) as shall have accrued and remains unpaid through the effective date of the termination; (B) Bonuses previously determined by the Compensation Committee for any prior fiscal year(s) that remain unpaid; (C) all accrued and unused sick days; and (D) reimbursement for previously incurred expenses eligible for reimbursement pursuant to the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment practices concerning reimbursement of any nature, provided howeverexpenses. In addition, the Employee will Executive shall also be entitled have such rights to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with payments, if any, as are provided under the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02Deferred Compensation Plan, the provisions Amended and Restated Life Insurance Agreement entered into by and between the Employer and the Executive and as amended from time to time and such retirement plans under which the Executive participated at the time of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationthe termination of his employment.

Termination for Cause. Employer The Company may terminate Employee’s employment at any time “for cause” upon by written notice to Employee, setting forth in reasonable detail the basis Executive terminate the Term of the Executive’s employment hereunder for Cause and the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of such notice except for the determination payment or provision, as applicable, of “for cause” (as defined herein). “For cause” shall be defined as conviction of a felony resulting in a material adverse economic effect on Employer; provided that i) the determination of such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted by a vote of no less than two-thirds (2/3’s) portion of the entire Board Base Salary for periods prior to the effective date of Directors of the Bank at a meeting duly held and called for such purpose; and provided furthertermination accrued but unpaid (if any), that Employee shall be given reasonable notice of such meeting and shall have the opportunity, together with counsel, to be heard before the Board of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon receipt of the notice by Employee, and the date on which the notice is received shall be deemed to be the Separation Date. In the event Employee is terminated pursuant to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement (ii) all unreimbursed expenses for which expense reports have been provided Executive is otherwise entitled to Employer reimbursement pursuant to Section 3.5 (if any), and (iii) other payments, entitlements or benefits (if any), in accordance with Employerterms of the applicable plans, programs, arrangements or other agreements of the Company or any affiliate thereof (other than any severance plan or policy) as to which the Executive held rights to such payments, entitlements or benefits, whether as a participant, beneficiary or otherwise, on the date of termination (“Other Benefits”). For purposes hereof, the term “Cause” shall mean; (a) conviction of the Executive for any crime constituting a felony in the jurisdiction in which committed, or for any other criminal act against the Company or its subsidiaries involving dishonesty or willful misconduct intended to injure the Company or its subsidiaries (whether or not a felony and whether or not criminal proceedings are initiated); (b) failure or refusal of the Executive in any material respect to perform the duties of Executive’s policies employment or to follow the lawful and this Agreement proper directives of the Company’s Chief Executive Officer, provided such duties or which directives are provided to Employer prior to the Separation Date in accordance consistent with Employer’s policies and this Agreement and shall such failure or refusal continues uncured for a period of thirty (30) days after written notice thereof specifying the nature of such failure or refusal and requesting that it be entitled to no further compensation or severance payment of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee cured is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed given by the terms of such plan relating Company to the timing Executive; (c) breach by the Executive of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding EmployeeSections 5.1, 5.2, 5.3, 5.4, or 5.5; or (d) any willful or intentional act of the Executive committed for the purpose, or having the reasonably foreseeable effect, of injuring the Company, its subsidiaries or their business or reputation or of improperly or unlawfully converting for the Executive’s subsequent terminationown personal benefit any property of the Company or the subsidiaries.

Termination for Cause. Employer may The Company shall have the right to immediately terminate EmployeeExecutive’s employment at for Cause. For purposes of this Agreement, termination for “Cause” shall solely be defined as: (i) Executive’s fraud, misappropriation, embezzlement or other act of dishonesty in connection with the Company’s business; (ii) Executive’s willful misconduct or gross negligence in the performance of his duties hereunder; ; (iii) Executive’s knowing or willful violation or reckless disregard of any time “for cause” upon laws, rules or regulations of any governmental or regulatory body material to the business of the Company; (iv) Executive’s failure to comply or follow duly authorized and specifically written Board’s directive(s) which is not cured to the Board’s reasonable satisfaction within thirty (30) days after written notice thereof to Employee, setting forth in reasonable detail the basis for the determination of “for cause” (as defined herein). “For cause” shall be defined as Executive;(v) Executive’s conviction of a felony resulting or a misdemeanor involving moral turpitude; or (vi) failure to perform the material aspects functions for which the Executive was employed which is not cured to the Board’s reasonable satisfaction within thirty (30) days after written notice to the Executive. With respect to conduct covered by subsection (iv) and (vi) of this Section, the Company shall not have Cause to terminate Executive unless (x) such conduct or breach continues after a written demand for performance or cure has been delivered to Executive by the Board that specifically identifies how Executive has failed to perform or is otherwise in a material adverse economic effect on Employer; provided that the determination breach of this Agreement, and (y) such conduct or breach has not been cured by Executive within thirty (30) days following Executive’s receipt of such material adverse economic effect written demand. For purposes of this Section, no act, or failure to act, on the part of Executive shall be deemed to constitute Cause if done, or omitted to be done, by Executive in any case be made good faith and with reasonable belief that his action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by a vote the Board or on the advice of no less than two-thirds (2/3’s) counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the entire Board of Directors of the Bank at a meeting duly held and called for such purpose; and provided further, that Employee shall be given reasonable notice of such meeting and shall have the opportunity, together with counsel, to be heard before the Board of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon receipt of the notice by Employee, and the date on which the notice is received shall be deemed to be the Separation DateCompany. In the event Employee is terminated pursuant to this Sectionof a termination for Cause, Employee Executive shall be entitled only to accrued salaryreceive, vacation payment of his Base Salary through the date of termination, and reimbursement of business expenses for which expense reports have been provided to Employer in accordance incurred consistent with Employer’s policies and this Agreement or which are provided to Employer prior to Company policy through the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment date of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. If a termination (“change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationAccrued Obligations).

Termination for Cause. Employer The Board may terminate Employeethe Executive’s employment at any time “by the Companies under this agreement for cause; however, for purposes of this agreement “cause” upon shall mean only (i) the Executive’s confession or conviction of theft, fraud, embezzlement, or other crime involving dishonesty, (ii) the Executive’s excessive absenteeism (other than by reason of physical injury, disease, or mental illness) without a reasonable justification, (iii) material violation by the Executive of the provisions of Paragraph 11, (iv) habitual and material negligence by the Executive in the performance of his duties and responsibilities under or pursuant to this agreement and failure on the part of the Executive to cure such negligence within twenty (20) days after his receipt of a written notice to Employee, from the Board or the Chief Executive Officer of CSGS setting forth in reasonable detail the particulars of such negligence, (v) material non-compliance by the Executive with his obligations under Paragraph 9 and failure to correct such non-compliance within twenty (20) days after his receipt of a written notice from the Board or the Chief Executive Officer of CSGS setting forth in reasonable detail the particulars of such non-compliance, (vi) material failure by the Executive to comply with a lawful directive of the Board or the Chief Executive Officer of CSGS and failure to cure such non-compliance within twenty (20) days after his receipt of a written notice from the Board or the Chief Executive Officer of CSGS setting forth in reasonable detail the particulars of such non-compliance, (vii) a material breach by the Executive of any of his fiduciary duties to the Companies and, if such breach is curable, the Executive’s failure to cure such breach within ten (10) days after his receipt of a written notice from the Board or the Chief Executive Officer of CSGS setting forth in reasonable detail the particulars of such breach, or (viii) willful misconduct or fraud on the part of the Executive in the performance of his duties under this agreement. In no event shall the results of operations of the Companies or any business judgment made in good faith by the Executive constitute an independent basis for termination for cause of the determination Executive’s employment under this agreement. Any termination of “the Executive’s employment for cause must be authorized by a majority vote of the Board taken not later than nine (9) months after a majority of the members of the Board (other than the Executive) have actual knowledge of the occurrence of the event or conduct constituting the cause for such termination. If the Executive’s employment under this agreement is terminated by the Board for cause” (as defined herein). “For cause” shall be defined as conviction of a felony resulting in a material adverse economic effect on Employer; provided that , then the determination of such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted by a vote of no less than two-thirds (2/3’s) of the entire Board of Directors of the Bank at a meeting duly held and called for such purpose; and provided further, that Employee shall be given reasonable notice of such meeting and shall have the opportunity, together with counsel, to be heard before the Board of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon receipt of the notice by Employee, and the date on which the notice is received shall be deemed to be the Separation Date. In the event Employee is terminated pursuant to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and Executive shall be entitled to no further receive the following compensation or severance payment of any nature, provided however, and benefits from the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent termination.Companies:

Termination for Cause. The Employer may terminate Employeethe Executive’s employment at any time “for cause” upon written notice to EmployeeCause, setting forth in reasonable detail the basis for the determination of “for cause” (as defined herein). “For cause” shall be defined as conviction of a felony resulting in a material adverse economic effect on Employer; provided that the determination of such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted by a vote of no less than two-thirds (2/3’s) of the entire Board of Directors of the Bank after providing Executive with at a meeting duly held and called for such purpose; and provided further, that Employee shall be given reasonable least 30 days’ notice of such meeting proposed termination and shall 15 days to remedy the alleged defect. In this Agreement, “Cause” means the willful and continued failure by the Executive to substantially perform, or otherwise properly carry out, the Executive’s duties on behalf of RBA Pubco or an affiliate, or to follow, in any material respect, the lawful policies, procedures, instructions or directions of the Employer or any applicable affiliate (other than any such failure resulting from the Executive’s disability or incapacity due to physical or mental illness), or the Executive willfully or intentionally engaging in illegal or fraudulent conduct, financial impropriety, intentional dishonesty, breach of duty of loyalty or any similar intentional act which is materially injurious RBA Pubco or an affiliate, or which may have the opportunityeffect of materially injuring the reputation, together with counselbusiness or business relationships of the Employer or an affiliate, or any other act or omission constituting cause for termination of employment without notice or pay in lieu of notice at common law. For the purposes of this definition, no act, or failure to act, on the part of an Executive shall be considered “willful” unless done, or omitted to be heard before done, by the Board of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon receipt Executive in bad faith and without reasonable belief that the Executive’s action or omissions were in, or not opposed to, the best interests of the notice by Employee, Employer and the date on which the notice is received shall be deemed to be the Separation Dateits affiliates. In the event Employee is terminated of termination for Cause, the rights of the Executive with respect to any performance share units (“PSUs”) or stock options granted pursuant to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with the Employer’s policies Performance Share Unit Plan (the “PSU Plan”) and this Agreement or which are provided stock option plan (the “Option Plan”), respectively, and pursuant to Employer prior any and all PSU and stock option grant agreements, will be governed pursuant to the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any the PSU Plan, Option Plan and respective grant agreements for such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationPSUs and stock options.

Termination for Cause. Employer The Company has the right and may elect to terminate Employee’s employment this Agreement for Cause at any time “time. For purposes of this Agreement, "Cause" means the occurrence or existence of any of the following: (i) a material breach by the Executive of the terms of his employment or of his duty not to engage in any transaction that represents, directly or indirectly, self-dealing with the Company or any of its affiliates (which, for cause” upon purposes here, shall mean any individual, corporation, partnership, association, limited liability company, trust, estate, or other entity or organization directly or indirectly controlling, controlled by, or under direct or indirect common control with the Company) which has not been approved by a majority of the disinterested directors of the Board, if in any such case such material breach remains uncured after thirty days have elapsed following the date on which the Company gives the Executive written notice of such breach; (ii) the repeated material breach by the Executive of any duty referred to Employeein clause (i) above with respect to which at least one prior notice was given under clause (i); (iii) any act of dishonesty, setting forth misappropriation, embezzlement, intentional fraud, or similar conduct by the Executive involving the Company or its affiliates; (iv) the conviction or the plea of nolo contendre or the equivalent in respect of a felony; (v) any damage of a material nature to any property of the Company or any of its affiliates caused by the Executive's willful or grossly negligent conduct; (vi) the repeated nonprescription use of any controlled substance or the repeated use of alcohol or any other non-controlled substance that the Board reasonably determines renders the Executive unfit to serve as an officer or employee of the Company or its affiliates; (vii) the Executive's failure to comply with the Board's reasonable detail written instructions, after thirty days written notice; or (viii) conduct by the basis for the Executive that in a good faith written determination of “the Board demonstrates unfitness to serve as an officer or employee of the Company or its affiliates, including, without limitation, a finding by the Board or any regulatory authority that the Executive committed acts of unlawful harassment or violated any other state, federal or local law or ordinance prohibiting discrimination in employment applicable to the business of the Company or any of its operating subsidiaries. Termination of the Executive for cause” (as defined herein). “For cause” Cause pursuant to this Section 6(a) shall be defined as conviction communicated by a Notice of Termination. For purposes of this Agreement a "Notice of Termination" shall mean delivery to the Executive of a felony resulting in a material adverse economic effect on Employer; provided that the determination copy of such material adverse economic effect shall in any case be made pursuant to a resolution or resolutions duly adopted by a the affirmative vote of no not less than two-thirds (2/3’s) a majority of the entire Board of Directors of the Bank directors present and voting at a meeting duly of the Board called and held and called for such purpose; and provided further, that Employee shall be given purpose after reasonable notice of such meeting to the Executive and shall have reasonable opportunity for the opportunityExecutive, together with the Executive's counsel, to be heard before the Board of Directors at any prior to such meeting. Termination under such circumstance shall be effective immediately upon receipt vote, finding that in the good faith opinion of the notice by EmployeeBoard, the Executive was guilty of conduct set forth in the first sentence of this Section 6(a) and specifying the particulars thereof in detail. For purposes of Section 6(a), this Agreement shall terminate on the date on which the notice is received shall be deemed to be the Separation Date. In the event Employee is terminated pursuant to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed specified by the terms Board in the Notice of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationTermination.

Termination for Cause. Employer Holdings may terminate Employee’s the Executive's employment at any time “by the Companies under this agreement for cause” upon ; however, for purposes of this agreement "cause" shall mean only (i) the Executive's confession or conviction of theft, fraud, embezzlement, or any other crime involving dishonesty with respect to the Companies or any parent, subsidiary, or affiliate of the Companies, (ii) the Executive's excessive absenteeism (other than by reason of physical injury, disease, or mental illness) without reasonable cause, (iii) material violation by the Executive of the provisions of Paragraph 13, (iv) habitual and material negligence by the Executive in the performance of his duties and responsibilities under or pursuant to this agreement and failure to cure such negligence within thirty (30) days after his receipt of a written notice to Employee, from the Board setting forth in reasonable detail the particulars of such negligence, (v) material non-compliance by the Executive with his obligations under Paragraph 10 and failure to correct such non-compliance within thirty (30) days after his receipt of a written notice from the Board setting forth in reasonable detail the particulars of such non-compliance, or (vi) material failure by the Executive to comply with a lawful directive of the Board and failure to cure such non-compliance within thirty (30) days after his receipt of a written notice from the Board setting forth in reasonable detail the particulars of such non-compliance. In no event shall the results of the Companies' operations or any business judgment made in good faith by the Executive constitute an independent basis for termination for cause of the determination Executive's employment under this agreement. Any termination of “the Executive's employment for cause must be authorized by a majority vote of the Board taken not later than twelve (12) months after a majority of the members of the Board (other than the Executive) have actual knowledge of the occurrence of the event or conduct constituting the cause for such termination. If the Executive's employment under this agreement is terminated by Holdings for cause” (as defined herein). “For cause” shall be defined as conviction of a felony resulting in a material adverse economic effect on Employer; provided that , then the determination of such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted by a vote of no less than two-thirds (2/3’s) of the entire Board of Directors of the Bank at a meeting duly held and called for such purpose; and provided further, that Employee shall be given reasonable notice of such meeting and shall have the opportunity, together with counsel, to be heard before the Board of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon receipt of the notice by Employee, and the date on which the notice is received shall be deemed to be the Separation Date. In the event Employee is terminated pursuant to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and Executive shall be entitled to no further receive the following compensation or severance payment of any nature, provided however, and benefits from the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent termination.Companies:

Termination for Cause. Employer may terminate Employee’s employment at any time “Immediately following notice of termination for cause” upon written notice to Employee, setting forth in reasonable detail the basis for the determination of “for cause” "Cause" (as defined hereinbelow), specifying such Cause, given by the Company (termination pursuant to this Section 6.3 being referred to herein as termination for "Cause"). “For cause” As used herein, "Cause" means (i) termination based on Executive's conviction or plea of "guilty" or "no contest" to any crime constituting a felony in the jurisdiction in which the crime constituting a felony is committed, any crime involving moral turpitude (whether or not a felony), or any other violation of criminal law involving dishonesty or willful misconduct that materially injures the Company (whether or not a felony); (ii) Executive's substance abuse that in any manner interferes with the performance of his duties; (iii) Executive's failure or refusal to perform his duties at all or in an acceptable manner, or to follow the lawful and proper directives of the Board of Directors or Executive's supervisor(s) that are within the scope of Executive's duties; (iv) Executive's breach of this agreement; (v) Executive's breach of the Company's Confidentiality, Proprietary Information and Inventions policies; (vi) misconduct by Executive that has or could discredit or damage the Company; (vii) Executive's indictment for a felony violation of the federal securities laws; or (viii) Executive's chronic absence from work for reasons other than illness. Any determination of for Cause termination shall be defined as conviction of a felony resulting in a material adverse economic effect on Employer; provided that made by the determination of such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted by a vote of no less than two-thirds (2/3’s) of the entire Board of Directors of the Bank at a meeting duly held and called for such purpose; and provided further, that Employee shall be Company after having first given reasonable thirty (30) days written notice to Executive of such meeting determination, and shall have afforded Executive the opportunity, together with counsel, opportunity to be heard before by the full Board of Directors at Directors. Notwithstanding any such meeting. Termination under such circumstance shall be effective immediately upon receipt of the notice by Employeeother provision in this Agreement, and the date on which the notice is received shall be deemed to be the Separation Date. In the event Employee if Executive is terminated pursuant to subsection (iii) of this SectionSection 6.3 for poor job performance, Employee shall be entitled only excluding refusal to accrued salaryperform his duties, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) Executive shall have occurred prior sixty (60) days to Employee’s cure the behavior upon which the threatened termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationis based.

Termination for Cause. Employer Notwithstanding anything contained to the contrary in this Agreement, this Agreement may terminate Employee’s employment be terminated by the Company for Cause. As used in this Agreement, "Cause" shall only mean (i) an act or acts of personal dishonesty taken by the Executive and intended to result in substantial personal enrichment of the Executive at any the expense of the Company, (ii) subject to the following sentences, repeated violation by the Executive of the Executive's material obligations under this Agreement which are demonstrably willful and deliberate on the Executive's part and which are not remedied in a reasonable period of time “for cause” upon after receipt of written notice to Employeefrom the Company, setting forth in reasonable detail or (iii) the basis for the determination of “for cause” (as defined herein). “For cause” shall be defined as conviction of the Executive for any criminal act which is a felony resulting in a material adverse economic effect on Employer; provided felony. Upon any determination by the Company's Board of Directors that the determination of such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted by a vote of no less than two-thirds Cause exists under clause (2/3’sii) of the entire Board of Directors preceding sentence, the Company shall cause a special meeting of the Bank Board to be called and held at a meeting duly held and called for such purpose; and provided further, that Employee shall be given reasonable notice of such meeting and shall have the opportunity, together with counsel, time mutually convenient to be heard before the Board of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon and Executive, but in no event later than ten (10) business days after Executive's receipt of the notice contemplated by Employeeclause (ii). Executive shall have the right to appear before such special meeting of the Board with legal counsel of his choosing to refute any determination of Cause specified in such notice, and any termination of Executive's employment by reason of such Cause determination shall not be effective until Executive is afforded such opportunity to appear. Any termination for Cause pursuant to clause (i) or (iii) of the date on first sentence of this Section 4.1 shall be made in writing to Executive, which notice shall set forth in detail all acts or omissions upon which the notice Company is received shall be deemed to be the Separation Daterelying for such termination. In the event Employee is terminated pursuant to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment of Upon any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.024.1, the provisions Executive shall be entitled to be paid his Base Salary to the date of Section 7.04 termination and the Company shall continue have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to apply notwithstanding Employee’s subsequent terminationthe date of termination and reimbursement of all relocation costs of the Executive and his family, as applicable).

Termination for Cause. Employer First Busey may terminate Employeethis Agreement and Executive’s employment at any time “hereunder for cause” upon Cause by delivering written notice of termination to Employee, setting forth in reasonable detail the basis for the determination of “for cause” (as defined herein). “For cause” shall be defined as conviction of a felony resulting in a material adverse economic effect on Employer; provided that the determination of such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted by a vote of Executive no less than two-thirds thirty (2/3’s30) days before the effective date of termination. First Busey may provide for an earlier date of termination provided First Busey pays to Executive the Base Salary which would have been earned during such notice period. “Cause” for termination will exist if: (i) Executive engages in one or more unsafe and unsound banking practices or material violations of a law or regulation applicable to First Busey or its subsidiaries, any repeated violations of a policy of First Busey after being warned in writing by the Board and/or a senior officer not to violate such policy, any single violation of a policy of First Busey if such violation materially and adversely affects the business or affairs of First Busey, or a direction or order of the Board and/or one of Executive’s senior officers; (ii) Executive engages in a breach of fiduciary duty or act of dishonesty involving the affairs of First Busey; (iii) Executive is removed or suspended from banking pursuant to Section 8(e) of the entire Board Federal Deposit Insurance Act or any other applicable State or Federal law; (iv) Executive commits a material breach of Directors Executive’s obligations under this Agreement; or (v) Executive fails to perform Executive’s duties to First Busey with the degree of the Bank at a meeting duly held and called for such purpose; and provided furtherskill, that Employee shall be given reasonable notice of such meeting and shall have the opportunity, together with counsel, to be heard before care or competence expected by the Board of Directors at any such meetingand/or Executive’s senior officers. Termination under such circumstance shall be effective immediately upon receipt of the notice by Employee, and the date on which the notice is received shall be deemed to be the Separation Date. In the event Employee If Executive’s employment is terminated pursuant to this SectionSection 4(b), Employee then First Busey shall only be entitled only required to pay Executive such Base Salary and unused vacation as shall have accrued salary, vacation through the effective date of such termination and reimbursement expenses for which expense reports First Busey shall have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment of any nature, provided however, the Employee will also be entitled obligations to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationExecutive.

Termination for Cause. Employer The Corporation may terminate Employee’s employment at any time “for cause” upon written notice to EmployeeExecutive terminate Executive’s employment for Cause. For purposes of this Agreement, setting forth the following shall constitute “Cause”: (i) the willful and repeated failure of Executive to perform any material duties hereunder or gross negligence of Executive in reasonable detail the basis for the determination of “for cause” (as defined herein). “For cause” shall be defined as conviction of a felony resulting in a material adverse economic effect on Employer; provided that the determination performance of such material adverse economic duties, and if such failure or gross negligence is susceptible of cure by Executive, the failure to effect shall in any case be made pursuant to a resolution duly adopted by a vote of no less than two-thirds (2/3’s) of the entire Board of Directors of the Bank at a meeting duly held and called for such purpose; and provided further, that Employee shall be given reasonable cure within 20 days after written notice of such meeting failure or gross negligence is given to Executive; (ii) excessive use of alcohol or illegal drugs interfering with the performance of Executive’s duties hereunder; (iii) theft, embezzlement, fraud, misappropriation of funds, other acts of dishonesty or the violation of any law relating to Executive’s employment; (iv) the conviction of Executive of a felony; or (v) the breach by Executive of any other material provision of this Agreement, and if such breach is susceptible of cure by Executive, the failure to effect such cure within 30 days after written notice of such breach is given to Executive. For purposes of this Agreement, an action shall have the opportunitybe considered “willful” if it is done intentionally, together with counselpurposely or knowingly, to be heard before the Board of Directors at distinguished from an act done carelessly, thoughtlessly or inadvertently. In any such meeting. Termination under such circumstance shall be effective immediately upon receipt of the notice by Employeeevent, and the date on which the notice is received shall be deemed to be the Separation Date. In the event Employee is terminated pursuant to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and Executive shall be entitled to no further compensation or severance payment receive his base salary to and including the date of any naturetermination. Should Executive in good faith dispute his termination for cause, provided howeverhe shall give prompt written notice thereof to the Corporation, in which event such dispute shall be submitted to and determined by arbitration in Washington, DC, before an arbitrator appointed pursuant to the Employee will also rules of the American Arbitration Association (the “Arbitrator”). Such arbitration shall be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested conducted in accordance with the terms rules then obtaining of those plansthe American Arbitration Association. Any such payment award or distribution from a nonqualified deferred compensation plan decision of the Arbitrator shall be governed conclusive in the absence of fraud and judgment thereon may be entered in any court having jurisdiction thereof. The costs of such arbitration shall be borne by the terms of such plan relating party against whom any award or decision is rendered. Executive shall not be entitled to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior receive any compensation for periods subsequent to Employee’s termination his dismissal pursuant to this Section 7.02, the provisions Paragraph 14. Any stock options or other benefits shall immediately cease and be cancelled at termination. Any vested portion of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent a stock option or other benefit may be exercised for a period of 30 days after termination.

Termination for Cause. Employer The Company may terminate Employeethe Executive’s employment immediately for Cause for any of the following reasons: (i) an act or acts of dishonesty or fraud on the part of the Executive resulting or intended to result directly or indirectly in substantial gain or personal enrichment to which the Executive was not legally entitled at the expense of the Company or any time “for cause” upon of its subsidiaries; (ii) a willful material breach by the Executive of his duties or responsibilities under this Agreement resulting in demonstrably material injury to the Company or any of its subsidiaries; (iii) the Executive’s conviction of a felony or any crime involving moral turpitude, (iv) habitual neglect or insubordination (defined as refusal to execute or carry out directions from the Board or its duly appointed designees) where the Executive has been given written notice of the acts or omissions constituting such neglect or insubordination and the Executive has failed to Employeecure such conduct, setting forth where susceptible to cure, within thirty days following such notice, or (v) a material breach by the Executive of any of his obligations under the Confidentiality and Non-Compete Agreement executed by the Executive and attached hereto as Exhibit A. The Company shall exercise its right to terminate the Executive’s employment for Cause by giving the Executive written notice of termination specifying in reasonable detail the basis for the determination of “for cause” (as defined herein). “For cause” shall be defined as conviction of a felony resulting in a material adverse economic effect on Employer; provided that the determination of circumstances constituting such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted by a vote of no less than two-thirds (2/3’s) of the entire Board of Directors of the Bank at a meeting duly held and called for such purpose; and provided further, that Employee shall be given reasonable notice of such meeting and shall have the opportunity, together with counsel, to be heard before the Board of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon receipt of the notice by Employee, and the date on which the notice is received shall be deemed to be the Separation DateCause. In the event Employee is terminated pursuant to this Sectionof such termination of the Executive’s employment for Cause, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and Executive shall be entitled to no further compensation or severance receive only (i) his base salary earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any natureother compensation and benefits to the extent actually earned by the Executive under any other benefit plan or program of the Company as of the date of such termination of employment, provided however, such compensation and benefits to be paid and at the Employee normal time for payment of such compensation and benefits and (iii) any reimbursement of Business Expenses. The Executive will also not be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationbonus payment.

Termination for Cause. Employer may terminate EmployeeUpon the termination of Executive’s employment at any time “for cause” upon written notice to Employee, setting forth in reasonable detail the basis for the determination of “for cause” (as defined herein). “For cause” shall be defined as conviction of a felony resulting in a material adverse economic effect on Employer; provided that the determination of such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted by a vote of no less than two-thirds (2/3’s) of the entire Board of Directors of the Bank at a meeting duly held and called for such purpose; and provided further, that Employee shall be given reasonable notice of such meeting and shall have the opportunity, together with counsel, to be heard before the Board of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon receipt of the notice by Employee, and the date on which the notice is received shall be deemed to be the Separation Date. In the event Employee is terminated pursuant to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. If a “change of control” Company for Cause (as defined below) ), the Company shall have no further obligation hereunder, except for the payment of any Accrued Obligations (as defined in paragraph 1(f) below). As used herein, “Cause” shall mean: (i) the plea of guilty or nolo contendere to, or conviction for, the commission of a felony offense by Executive; provided, however, that after indictment, the Company may suspend Executive from the rendition of services, but without limiting or modifying in any other way the Company’s obligations under this Agreement; provided, further, that Executive’s employment shall be immediately reinstated if the indictment is dismissed or otherwise dropped and there is not otherwise grounds to terminate Executive’s employment for Cause; (ii) a material breach by Executive of a fiduciary duty owed to the Company, provided that the Reporting Officer determines, in his/her good faith discretion, that such material breach undermines his/her confidence in Executive’s fitness to continue in his position, as evidenced in writing from the Reporting Officer (it being understood that the determination as to whether such material breach occurred is not in the good faith discretion of the Reporting Officer); (iii) a material breach by Executive of any of the covenants made by Executive in Section 2 hereof, provided, however, that in the event such material breach is curable, Executive shall have failed to remedy such material breach within ten (10) days of Executive having received a written demand for cure by the Reporting Officer, which demand specifically identifies the manner in which the Company believes that Executive has materially breached any of the covenants made by Executive in Section 2 hereof; (iv) Executive’s continued willful or gross neglect of the material duties required by this Agreement following receipt of written notice signed by the Reporting Officer which specifically identifies the nature of such willful or gross neglect and a reasonable opportunity to cure, (v) a knowing and material violation by Executive of any material Company policy pertaining to ethics, wrongdoing or conflicts of interest, and (vi) any act or omission which occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationEffective Date and which would have constituted “Cause” under the previous employment agreement between Executive and the Company (the “Previous Employment Agreement”).

Termination for Cause. Employer The Corporation may terminate Employee’s employment at any time “for cause” upon written notice to EmployeeExecutive terminate Executive's employment for Cause. For purposes of this Agreement, setting forth the following shall constitute Cause: (a) the Executive's gross misconduct which is materially and demonstrably injurious to the Corporation; (b) the Executive's willful and continued failure to perform substantially his duties with the Corporation (other than a failure resulting from the Executive's incapacity due to bodily injury or physical or mental illness) after a demand for substantial performance is delivered to the Executive by the Board which specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties and provides for a reasonable detail period of time within which the basis for Executive may take corrective measures; or (c) the determination Executive's conviction (including a plea of “for cause” (as defined herein). “For cause” shall be defined as conviction nolo contendere) of willfully engaging in illegal conduct constituting a felony resulting or a gross misdemeanor involving an intentional act of fraud, misrepresentation, theft, embezzlement or dishonesty under federal or state law (or comparable illegal conduct under the laws of any foreign jurisdiction) which is materially and demonstrably injurious to the Corporation or which impairs the Executive's ability to perform substantially his duties with the Corporation. An act or failure to act will be considered "gross" or "willful" for this purpose only if done, or omitted to be done, by the Executive in a material adverse economic effect on Employer; provided bad faith and without reasonable belief that it was in, or not opposed to, the determination best interests of such material adverse economic effect shall in any case be made the Corporation. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or governing body of the Corporation (or a committee thereof) or based upon the advice of counsel for the Corporation will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Corporation. Executive's attention to matters not directly related to the business of the Corporation will not provide a basis for termination for Cause so long as the Board did not expressly disapprove in writing of his engagement in such activities either before or within a reasonable period of time after the Board knew or could reasonably have known that the Executive engaged in those activities. Notwithstanding the foregoing, the Executive may not be terminated for Cause unless and until there has been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of no not less than two-thirds (2/3’s) of the entire Board of Directors membership of the Bank Board (excluding such Executive) at a meeting duly of the Board called and held and called for such purpose; and provided further, that Employee shall be given purpose (after reasonable notice of to such meeting Executive and shall have the opportunityan opportunity for such Executive, together with his counsel, to be heard before the Board of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon receipt Board), finding that in the good faith opinion of the notice by EmployeeBoard such Executive engaged in the conduct set forth in paragraphs (a), (b) or (c) above and specifying the date on which the notice is received shall be deemed to be the Separation Date. In the event Employee is terminated pursuant to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer particulars thereof in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationdetail."

Termination for Cause. Employer The Executive's employment hereunder may terminate Employee’s employment be terminated by the Company for "Cause" (as herein defined) upon at any time “for cause” upon least thirty (30) days' prior written notice to Employeethe Executive. Termination for Cause shall mean termination by reason of (a) the willful and continued failure by Executive to substantially perform his duties with the Company (other than any such failure resulting from his incapacity due to physical or mental illness), setting forth after a written demand for substantial performance is delivered to the Executive by the President or Board of Directors, which demand specifically identifies the manner in reasonable detail which the basis for Executive is believed not to have substantially performed his duties, or (b) the determination Executive's willful engagement in conduct which is or is likely to become demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes of “for cause” (as defined herein). “For cause” this Section, no act, or failure to act, on the part of the Executive shall be defined as conviction deemed "willful" unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that his action or omission was in the best interests of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there has been delivered to him a felony resulting in a material adverse economic effect on Employer; provided that the determination copy of such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted by a the affirmative vote of no not less than two-thirds (2/3’s) a majority of the entire membership of the Board of Directors of the Bank at a meeting duly of the Board of Directors called and held and called for such purpose; and provided further, that Employee shall be given purpose (after reasonable notice of such meeting to the Executive and shall have an opportunity for the opportunityExecutive, together with his counsel, to be heard before the Board of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon receipt Directors), finding that in the good faith opinion of the notice by Employee, Board of Directors the Executive was guilty of conduct of the type set forth above in this Section and specifying the date on which particulars thereof in detail. Upon termination for Cause hereunder the notice is received shall be deemed to be the Separation Date. In the event Employee is terminated pursuant to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and Executive shall be entitled to no further compensation or severance payment receive the Executive's Base Salary through the date of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent termination.

Termination for Cause. Employer may terminate Employee’s employment at Executive shall have no right to compensation or other benefits for any time “period after a Termination for cause” upon written notice Cause. Termination for Cause shall be determined by the Boards of Directors of Employers in the reasonable exercise of their discretion and acting in good faith, and shall include termination because of Executive's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duties involving personal profit; intentional failure to Employeeperform stated duties; willful violation of any law, setting forth in reasonable detail rule, or regulation (other than traffic violations or similar offenses), or a final cease-and-desist order; the basis for the determination regulatory suspension or removal of “for cause” (Executive as defined herein). “For cause” shall be defined as conviction in paragraphs 8(a) and (b) hereof; the failure of a felony resulting in Executive to follow reasonable written instructions of the Boards of Directors of Employers; or a material adverse economic effect on Employer; provided that the determination breach by Executive of such material adverse economic effect any provision of this Agreement. The termination of employment of Executive shall in any case not be made pursuant deemed to be a Termination for Cause unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by a the affirmative vote of no not less than two-thirds (2/3’s) of the entire Board membership of the Boards of Directors of the Bank Employers at a meeting duly of the Boards called and held and called for such purpose; and provided further, that Employee shall be given reasonable purpose (after at least thirty (30) days' prior notice of such meeting is provided to Executive and shall have the Executive is given an opportunity, together with counsel, to be heard before the Board Boards of Directors), finding that, in the good faith opinion of the Boards of Directors, Executive is guilty of the conduct described herein and specifying the particulars thereof in detail. Said Termination for Cause shall not be effective until thirty (30) days after such resolution is adopted, during which time Executive shall be afforded the opportunity to petition the Boards of Directors at for reconsideration of such resolution. The Boards of Directors of Employers, in its discretion, may suspend Executive, with pay, for all or any such meeting. Termination under such circumstance shall be effective immediately upon receipt portion of the period of time from the delivery of the notice by Employee, and described herein until the date on which effective time of the notice is received shall be deemed to be the Separation Date. In the event Employee is terminated pursuant to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses Termination for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationCause.

Termination for Cause. Employer may terminate EmployeeExecutive shall have no right to compensation or other benefits (except for vested benefits under any employee benefit plan) for any period after a Termination for Cause. For purposes of this Agreement, Termination for Cause shall be determined by the CEO, in the reasonable exercise of his discretion and acting in good faith, in accordance with this sub-paragraph and subject to the approval of the Company’s board of directors. Termination for Cause is a termination of Executive’s employment at as a result of Executive’s personal dishonesty, willful or reckless misconduct, willful or reckless breach of fiduciary duties; intentional failure to perform stated duties; willful or reckless violation of any time “for cause” upon written notice to Employeelaw, setting forth in reasonable detail rule, or regulation (other than traffic violations or similar offenses), or a final cease-and-desist order or other formal administrative action entered into by or imposed on the basis for Company; the determination regulatory suspension or removal of “for cause” (Executive as defined hereinin Agreement paragraphs 8(a) and 8(b); Executive’s failure to follow reasonable written instructions of the CEO or the board of directors of the Company; or Executive’s material breach of any provision of this Agreement. “For cause” The termination of Executive’s employment shall not be defined as conviction deemed to be a Termination for Cause unless and until there shall have been delivered to Executive a copy of a felony resulting in a material adverse economic effect on Employer; provided that the determination of such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted in good faith by a the affirmative vote of no not less than two-thirds (2/3’s) of the entire Board of Directors membership of the Bank Company’s board of directors (other than Executive and any other employees who serve on such board of directors) at a meeting duly of such board called and held and called for such purpose; and provided further, that Employee shall be given reasonable purpose (after at least thirty (30) days prior written notice of such meeting and shall have the opportunity, together with counsel, Executive’s alleged improper conduct is provided to Executive and Executive is given an opportunity to be heard before such board), finding that, in the Board good faith opinion of Directors at such board of directors, Executive is guilty of the conduct described as Termination for Cause and specifying in reasonable detail the grounds for its decision, and further that the specified conduct remains uncured or, in the case of a suspension, removal or formal administrative action, was not capable of cure. The CEO, in his discretion, with the approval of the Company’s board of directors, may suspend Executive, with pay, for all or any such meeting. Termination under such circumstance shall be effective immediately upon receipt portion of the period of time from the delivery of the notice by Employee, and the date on which the notice is received shall be deemed to be the Separation Date. In the event Employee is terminated pursuant to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer described in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to paragraph 7(a) until the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment effective time of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationTermination for Cause.

Termination for Cause. Employer may The Company shall have the right to terminate Employeethe Executive’s employment with the Company at any time “without notice for cause” upon written notice to Employee, setting forth in reasonable detail the basis for the determination of “for cause” (as defined herein)Cause. “For causeCause” shall be defined as conviction of a felony resulting in a material adverse economic effect on Employer; provided that the determination of such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted by a vote of no less than two-thirds (2/3’s) of the entire Board of Directors of the Bank at a meeting duly held and called for such purpose; and provided further, that Employee shall be given reasonable notice of such meeting and shall have the opportunity, together with counsel, to be heard before the Board of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon receipt of the notice by Employee, and the date on which the notice is received termination shall be deemed to be exist if any of the Separation Datefollowing circumstances exist in the reasonable judgment of the Company: (i) the Executive has committed or engaged in intentional misconduct or gross negligence in the exercise of his duties under this Agreement; (ii) the Executive has committed theft, forgery, fraud, misappropriation, embezzlement, or any other act of material misconduct against the Company or any of its affiliates; (iii) the Executive has violated any fiduciary duty owed to the Company; (iv) the Executive is convicted of, or enters a guilty plea or plea of no contest to a felony or any other crime involving moral turpitude; (v) the Executive is unable to competently perform his duties under this Agreement because of his substantial dependence on alcohol or any controlled substance; (vi) the Executive has engaged in any act (including, but not limited to, unlawful discriminatory conduct) that results in substantial injury to the reputation, business or business relationships of the Company or that, in each case, has subjected, or if generally known would subject, the Company to public ridicule or embarrassment; (vii) the Executive has violated a material provision of this Agreement and has failed to cure such breach within ten (10) days of receiving written notice thereof, except that any breach by the Executive of Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence of such written notice; or (viii) the Executive has failed to adequately perform the material duties of his position after having received thirty (30) days written notice specifying the reasons why his performance is inadequate and has not cured, to the satisfaction of the Board of Directors, the inadequate performance within such 30 days. In the event Employee the Executive’s employment is terminated pursuant to this Sectionat any time for Cause, Employee shall be entitled only to accrued salarythe Executive will not receive any Severance Pay, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement the COBRA Benefit, or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further any other such compensation or severance payment of any naturebenefits, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans except for accrued but unpaid salary and incentive programs which Employee is vested accrued but unused vacation in accordance with the terms policy of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationCompany.

Termination for Cause. Employer “Termination for Cause”, as hereinafter defined, may terminate Employee’s employment be effected by the Company at any time “for cause” upon during the term of this Agreement by written notice notification to EmployeeExecutive, setting forth specifying in reasonable detail the basis for the determination of “Termination for cause” (as defined herein)Cause. “For cause” Upon Termination for Cause, Executive shall immediately be defined as conviction of a felony resulting in a material adverse economic effect on Employer; provided that the determination of such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted by a vote of no less than two-thirds (2/3’s) of the entire Board of Directors of the Bank at a meeting duly held and called for such purpose; and provided further, that Employee shall be given reasonable notice of such meeting and shall have the opportunity, together with counsel, to be heard before the Board of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon receipt of the notice by Employee, and the date on which the notice is received shall be deemed to be the Separation Date. In the event Employee is terminated pursuant to this Section, Employee shall be entitled only to paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior bonus compensation to the Separation Date in accordance with Employer’s policies and this Agreement and shall extent earned for the calendar year immediately preceding termination, vested deferred compensation, if any, (other than pension plan or profit sharing plan benefits which will be entitled to no further compensation or severance payment of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested paid in accordance with the terms of those the applicable plan), any benefits under any plans of the Company in which the Executive is a participant to the full extent of the Executive’s rights under such plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed , accrued vacation pay for the year in which termination occurs, and any appropriate business expenses incurred by Executive reimbursable by the terms of such plan relating Company in connection with his duties hereunder, all to the timing date of distributionstermination, but Executive shall not be paid any other compensation or reimbursement of any kind, including without limitation, severance compensation. If “Termination for Cause” shall mean termination by the Company of Executive’s employment by the Company by reason of (a) an order of any federal or state regulatory authority having jurisdiction over the Company, (b) the willful failure of Executive substantially to perform his duties hereunder (other than any such failure due to Executive’s physical or mental illness); (c) a “change willful breach by Executive of control” any material provision of this Agreement or of any other written agreement with the Company or any of its Affiliates; (as defined belowd) shall have occurred prior Executive’s commission of a crime that constitutes a felony or other crime of moral turpitude or criminal fraud; (e) chemical or alcohol dependency which materially and adversely affects Executive’s performance of his duties under this Agreement; (f) any act of disloyalty or breach of responsibilities to Employeethe Company by the Executive which is intended by the Executive to cause material harm to the Company; (g) misappropriation (or attempted misappropriation) of any of the Company’s termination pursuant funds or property; or (h) Executive’s material violation of any Company policy applicable to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationExecutive.

Termination for Cause. Employer The Board may terminate Employee’s the Executive's --------------------- employment at any time “by the Companies under this agreement for cause” upon ; however, for purposes of this agreement "cause" shall mean only (i) the Executive's confession or conviction of theft, fraud, embezzlement, or other crime involving dishonesty, (ii) the Executive's excessive absenteeism (other than by reason of physical injury, disease, or mental illness) without a reasonable justification, (iii) material violation by the Executive of the provisions of Paragraph 11, (iv) habitual and material negligence by the Executive in the performance of his duties and responsibilities under or pursuant to this agreement and failure on the part of the Executive to cure such negligence within twenty (20) days after his receipt of a written notice to Employee, from the Board or the Chief Executive Officer of CSGS setting forth in reasonable detail the particulars of such negligence, (v) material non-compliance by the Executive with his obligations under Paragraph 9 and failure to correct such non-compliance within twenty (20) days after his receipt of a written notice from the Board or the Chief Executive Officer of CSGS setting forth in reasonable detail the particulars of such non-compliance, (vi) material failure by the Executive to comply with a lawful directive of the Board or the Chief Executive Officer of CSGS and failure to cure such non- compliance within twenty (20) days after his receipt of a written notice from the Board or the Chief Executive Officer of CSGS setting forth in reasonable detail the particulars of such non-compliance, (vii) a material breach by the Executive of any of his fiduciary duties to the Companies and, if such breach is curable, the Executive's failure to cure such breach within ten (10) days after his receipt of a written notice from the Board or the Chief Executive Officer of CSGS setting forth in reasonable detail the particulars of such breach, or (viii) willful misconduct or fraud on the part of the Executive in the performance of his duties under this agreement. In no event shall the results of operations of the Companies or any business judgment made in good faith by the Executive constitute an independent basis for termination for cause of the determination Executive's employment under this agreement. Any termination of “the Executive's employment for cause must be authorized by a majority vote of the Board taken not later than nine (9) months after a majority of the members of the Board (other than the Executive) have actual knowledge of the occurrence of the event or conduct constituting the cause for such termination. If the Executive's employment under this agreement is terminated by the Board for cause” (as defined herein). “For cause” shall be defined as conviction of a felony resulting in a material adverse economic effect on Employer; provided that , then the determination of such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted by a vote of no less than two-thirds (2/3’s) of the entire Board of Directors of the Bank at a meeting duly held and called for such purpose; and provided further, that Employee shall be given reasonable notice of such meeting and shall have the opportunity, together with counsel, to be heard before the Board of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon receipt of the notice by Employee, and the date on which the notice is received shall be deemed to be the Separation Date. In the event Employee is terminated pursuant to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and Executive shall be entitled to no further receive the following compensation or severance payment of any nature, provided however, and benefits from the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent termination.Companies:

Termination for Cause. Employer The Board may terminate Employeethe Executive’s employment at any time “by the Companies under this agreement for cause; however, for purposes of this agreement “cause” shall mean only (i) the Executive’s confession or conviction of theft, fraud, embezzlement, or other crime involving dishonesty, (ii) the Executive’s certification of materially inaccurate financial or other information pertaining to the Companies (or either of them) or any of the respective subsidiaries of the Companies with actual knowledge of such inaccuracies on the part of the Executive, (iii) the Executive’s refusal or willful failure to cooperate with an investigation by a governmental agency pertaining to the financial or other business affairs of the Companies (or either of them) or any of the respective subsidiaries of the Companies unless such refusal or willful failure is based upon a written direction of the Board or the written advice of counsel, (iv) the Executive’s excessive absenteeism (other than by reason of physical injury, disease, or mental illness) without a reasonable justification and failure on the part of the Executive to cure such absenteeism within twenty (20) days after the Executive’s receipt of a written notice from the Board or the Chief Executive Officer of CSGS setting forth the particulars of such absenteeism, (v) material violation by the Executive of the provisions of Paragraph 11, (vi) habitual and material negligence by the Executive in the performance of his duties and responsibilities under or pursuant to Employee, this agreement and failure on the part of the Executive to cure such negligence within twenty (20) days after his receipt of a written notice from the Board or the Chief Executive Officer of CSGS setting forth in reasonable detail the particulars of such negligence, (vii) material non-compliance by the Executive with his obligations under Paragraph 9 and failure to correct such non-compliance within twenty (20) days after the Executive’s receipt of a written notice from the Board or the Chief Executive Officer of CSGS setting forth in reasonable detail the particulars of such non-compliance, (viii) material failure by the Executive to comply with a lawful directive of the Board or the Chief Executive Officer of CSGS and failure to cure such non-compliance within twenty (20) days after the Executive’s receipt of a written notice from the Board or the Chief Executive Officer of CSGS setting forth in reasonable detail the particulars of such non-compliance, (ix) a material breach by the Executive of any of his fiduciary duties to the Companies (or either of them) or any of the respective subsidiaries of the Companies and, if such breach is curable, the Executive’s failure to cure such breach within twenty (20) days after the Executive’s receipt of a written notice from the Board or the Chief Executive Officer of CSGS setting forth in reasonable detail the particulars of such breach, or (x) willful misconduct or fraud on the part of the Executive in the performance of the Executive’s duties under this agreement as determined in good faith by the Board. In no event shall the results of operations of the Companies or any business judgment made in good faith by the Executive constitute an independent basis for termination for cause of the determination Executive’s employment under this agreement. Any termination of “the Executive’s employment for cause must be authorized by a majority vote of the Board taken not later than six (6) months after a majority of the members of the Board (other than the Executive) have actual knowledge of the occurrence of the event or conduct constituting the cause for such termination. If the Executive’s employment under this agreement is terminated by the Board for cause” (as defined herein). “For cause” shall be defined as conviction of a felony resulting in a material adverse economic effect on Employer; provided that , then the determination of such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted by a vote of no less than two-thirds (2/3’s) of the entire Board of Directors of the Bank at a meeting duly held and called for such purpose; and provided further, that Employee shall be given reasonable notice of such meeting and shall have the opportunity, together with counsel, to be heard before the Board of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon receipt of the notice by Employee, and the date on which the notice is received shall be deemed to be the Separation Date. In the event Employee is terminated pursuant to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and Executive shall be entitled to no further receive the following compensation or severance payment of any nature, provided however, and benefits from the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent termination.Companies:

Termination for Cause. Employer may terminate EmployeeFor purposes of this Agreement, “Termination for Cause” shall include termination because of the Executive’s employment at personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any time law, rule, or regulation which negatively impacts the Bank (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of this Agreement. For purposes of this Paragraph, the term “for causewillful” upon written notice is defined to Employee, setting forth in reasonable detail the basis include any act or omission which demonstrates an intentional or reckless disregard for the determination duties and responsibilities owed to the business of “the employer by Executive. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for cause” (as defined herein). “For cause” Cause unless and until there shall be defined as conviction have been delivered to him a copy of a felony resulting in a material adverse economic effect on Employer; provided that the determination of such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted by a the affirmative vote of no not less than twothree-thirds fourths (2/3’s3/4) of the entire Board of Directors members of the Bank Board at a meeting duly of the Board called and held for that purpose, finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying termination for Cause and called specifying the reasons thereof. The Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause. Any stock options granted to Executive under any stock option plan or any unvested awards granted under any other stock benefit plan of the Bank, or any subsidiary or affiliate thereof, shall become null and void effective upon Executive’s receipt of Notice of Termination for Cause pursuant to Paragraph 9 hereof, and shall not be exercisable by Executive at any time subsequent to such purpose; and provided furtherTermination for Cause. If he is terminated for Cause, that Employee Executive shall be given reasonable notice not compete with the Bank in any city or town in which the Bank operates a branch or main office for twelve (12) months from the Date of such meeting and the Termination for Cause. For purposes of this paragraph, the term “compete” shall have the opportunitysame meaning as more fully defined in Paragraph 10, together with counsel, to be heard before the Board of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon receipt of the notice by Employee, and the date on which the notice is received shall be deemed to be the Separation Date. In the event Employee is terminated pursuant to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationNon-Competition.

Termination for Cause. Employer (a) The Company may terminate Employeethe Executive’s employment at any time for Cause. For the purposes of this Agreement, the Company shall have “for causeCause” upon written notice to Employee, setting forth in reasonable detail terminate employment hereunder only (i) if termination shall have been the basis for result of an act or acts of dishonesty by the determination of “for cause” (as defined herein). “For cause” shall be defined as conviction of Executive constituting a felony and resulting or intended to result directly or indirectly in substantial gain or personal enrichment to the Executive at the expense of the Company; or (ii) upon the willful and continued failure by the Executive substantially to perform his duties with the Company (other than any such failure resulting from incapacity due to mental or physical illness) after a material adverse economic effect on Employer; provided demand in writing for substantial performance is delivered by the Board, which demand specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties, and such failure results in demonstrably material injury to the Company. The Executive’s employment shall in no event be considered to have been terminated by the Company for Cause if such termination took place as the result of (i) bad judgment or negligence, or (ii) any act or omission without intent of gaining therefrom directly or indirectly a profit to which the Executive was not legally entitled, or (iii) any act or omission believed in good faith to have been in or not opposed to the interest of the Company, or (iv) any act or omission in respect of which a determination is made that the Executive met the applicable standard of conduct prescribed for indemnification or reimbursement or payment of expenses under the By-Laws of the Company or the laws of the State of Delaware, in each case as in effect at the time of such material adverse economic effect act or omission. The Executive shall in any case not be made pursuant deemed to have been terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by a the affirmative vote of no less than two-thirds (2/3’s) a majority of the entire Board of Directors membership of the Bank Board at a meeting duly of the Board called and held and called for such purpose; and provided further, that Employee shall be given the purpose (after reasonable notice of such meeting to the Executive and shall have the opportunityan opportunity for him, together with his counsel, to be heard before the Board of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon receipt Board), finding that in the good faith opinion of the notice by Employee, Board the Executive was guilty of conduct set forth above in clauses (i) or (ii) of the first sentence of this paragraph and specifying the date on which the notice is received shall be deemed to be the Separation Date. In the event Employee is terminated pursuant to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer particulars thereof in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationdetail.

Termination for Cause. Employer The Company may terminate Employeethe Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” shall mean the occurrence of one or more of the following events: (i) the Executive’s willful failure or refusal to perform his material duties to the Company or its affiliates, (ii) the Executive’s willful disregard of any lawful instructions of the Board that are consistent with the Company’s By-laws and the Executive’s positions with the Company or its affiliates, (iii) the Executive’s willful misconduct or gross negligence in the performance of his material duties to the Company, (iv) the Executive’s conviction of, or plea of nolo contendere to, a felony or other crime involving moral turpitude, (v) the commission by the Executive of a willful act of fraud or material dishonesty with respect to any material matter involving the Company, its affiliates or any of the Company’s customers or clients, (vi) the Executive fails or refuses to meaningfully cooperate with any internal or external investigation involving the Company or its affiliates or their business, without good cause, or (vii) any government regulatory agency recommends or orders, in either case in writing, that the Company of the Bank terminate the employment of Executive or relieve him of his duties (other than solely as a result of any future legislation, regulations or judicial decision which makes Executive ineligible to hold certain offices at any time both the Company and the Bank). Notwithstanding the foregoing, in no event shall the Executive’s employment be considered to have been terminated for “Cause” unless and until the Executive receives a copy of a resolution adopted by the Board finding that, in the good faith opinion of the Board, the Executive is guilty of acts or omissions constituting Cause, which resolution has been duly adopted by an affirmative vote of a majority of the Board. Any such vote shall be taken at a meeting of the Board called and held for cause” upon such purpose, after reasonable written notice is provided to Employee, the Executive setting forth in reasonable detail the facts and circumstances claimed to provide a basis of termination for the determination of “for cause” (as defined herein). “For cause” shall be defined as conviction of a felony resulting in a material adverse economic effect on Employer; provided that the determination of such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted by a vote of no less than two-thirds (2/3’sCause and specifically referencing applicable provision(s) of this Section 6(a), and the entire Board of Directors of the Bank at a meeting duly held and called for such purpose; and provided further, that Employee shall be Executive is given reasonable notice of such meeting and shall have the an opportunity, together with counsel, to be heard before the Board of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon receipt of the notice by Employee, and the date on which the notice is received shall be deemed to be the Separation DateBoard. In the event Employee is terminated pursuant to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to case of the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment first occurrence of any nature, provided howeverof the above enumerated “Cause” events, the Employee will also be entitled Executive shall have the opportunity to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with cure, if curable, any such acts or omissions within 15 days following the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms Executive’s receipt of such plan relating to the timing of distributionsresolution. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to Where used in this Section 7.026(a), the provisions term “willful” shall require that the action or omission was done in bad faith and without reasonable belief that such action or omission was in the best interests of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationthe Company.

Termination for Cause. Employer The Company may terminate Employee’s Executive's ----------------------- employment at hereunder for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate Executive's employment hereunder upon (i) the willful and continued failure by Executive to substantially perform his duties hereunder (other than any time “such failure resulting from Executive's incapacity due to physical or mental illness) after demand for cause” upon written notice substantial performance is delivered by the Company specifically identifying the manner in which the Company believes Executive has not substantially performed his duties, or (ii) the Executive being convicted of a crime constituting a felony, or (iii) the Executive intentionally committing acts or failing to Employeeact, setting forth either of which involves willful malfeasance with the intent to maliciously harm the business of the Company, or (iv) the willful violation by Executive of the provisions of Section 8 hereof provided that such violation results in reasonable detail material injury to the basis for the determination of “for cause” (as defined herein)Company. “For cause” No act, or failure to act, on Executive's part shall be defined as conviction considered "willful" unless intentionally done, or intentionally omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to Executive a copy of a felony resulting in a material adverse economic effect on Employer; provided that the determination of such material adverse economic effect shall in any case be made pursuant to a resolution resolution, duly adopted by a the affirmative vote of no not less than two-thirds (2/3’s) a majority of the entire Board of Directors membership of the Bank Board at a meeting duly of the Board called and held and called for such purpose; and provided further, that Employee shall be given purpose (after reasonable notice of such meeting to Executive and shall have the opportunityan opportunity for him, together with his counsel, to be heard before the Board Board), finding that, in the good faith opinion of Directors at any such meetingthe Board, Executive conducted, or failed to conduct, himself in a manner set forth above in clause (i), (ii), (iii), or (iv) of this Section 5(c), and specifying the particulars thereof in detail. Termination under such circumstance Any dispute as to whether Cause to dismiss Executive exists, shall be effective immediately upon receipt of the notice resolved by Employeearbitration conducted in Los Angeles, and the date on which the notice is received shall be deemed to be the Separation Date. In the event Employee is terminated pursuant to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested California in accordance with the terms rules of those plans. Any such payment or distribution from the American Arbitration Association and by a nonqualified deferred compensation plan shall be governed by single arbitrator reasonably acceptable to Executive and the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationCompany.

Termination for Cause. Employer This Agreement may terminate Employee’s employment at any time “be terminated for cause” upon written notice to Employee, setting forth in reasonable detail the basis for the determination of “for cause” (Cause as defined herein)hereinafter defined. “For causeCause” shall be defined mean: (i) the Executive’s death; (ii) the Executive’s Permanent Disability, which shall mean the Executive’s inability, as conviction a result of physical or mental incapacity, substantially to perform her duties hereunder for a period of six (6) consecutive months; (iii) a material violation by the Executive of any applicable material law or regulation respecting the business of the Employer, the Holding Company or the Subsidiaries; (iv) the Executive being found guilty of a felony resulting or an act of dishonesty in connection with the performance of her duties as an officer of the Employer, or which disqualifies the Executive from serving as an officer or director of the Employer, the Holding Company or any one of the Subsidiaries; (v) the willful or negligent failure of the Executive to perform her duties hereunder in any material respect; (vi) the Executive engages in one or more violations of Employer’s policies or procedures or directives of the Board and that have a material financial adverse economic effect on Employerthe Employer or any one of the Subsidiaries; provided that or (vii) the determination of such material adverse economic effect shall in any case be made Executive is removed or suspended from banking pursuant to a resolution duly adopted by a vote of no less than two-thirds (2/3’sSection 8(e) of the entire Board of Directors Federal Deposit Insurance Act, as amended (the “FDIA”), or any other applicable state or federal law. The Executive shall be entitled to at least thirty (30) days’ prior written notice of the Bank at a meeting duly held and called Employer’s intention to terminate her employment for any cause (except the Executive’s death) specifying the grounds for such purpose; termination and provided further, that Employee shall be given provided a reasonable notice opportunity to present to the Board her position regarding any dispute relating to the existence of such meeting and shall have the opportunity, together with counsel, to be heard before the Board of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon receipt of the notice by Employee, and the date on which the notice is received shall be deemed to be the Separation Datecause. In the event Employee of a dispute regarding the Executive’s Permanent Disability, each of the Executive and the Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of the Executive’s employment with the Employer for Cause, the Executive shall be entitled to receive from the Employer only such payments as are due and owing to the Executive as of the effective date of such termination. If the Executive’s employment is terminated for Cause pursuant to this Section, Employee then the Employer shall only be entitled only required to pay the Executive such Base Salary as shall have accrued salary, vacation through the effective date of such termination and reimbursement expenses for which expense reports neither the Employer nor any of the Subsidiaries shall have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior any further obligations to the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationExecutive.

Termination for Cause. Employer may terminate Employee’s Termination by the Company of the Executive's employment at for cause (hereinafter referred to as "Termination for Cause), shall mean termination upon (i) the willful and continued failure by the Executive to substantially perform the Executive's material duties with the Company (other than any time “such failure resulting from the Executive's incapacity due to physical or mental illness or any such failure after the issuance by the Executive for cause” upon Good Reason of a Notice of Termination (as the terms "Good Reason" and "Notice of Termination" are defined in this Agreement) after a written notice demand for substantial performance is delivered to Employeethe Executive by the Board, setting which demand specifically identifies the material duties that the Board believes that the Executive has not substantially performed, or (ii) the willful engaging by the Executive in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes of this Paragraph 6, no act, or failure to act, on the Executive's part, shall be deemed "willful" unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive's action or omission was in the best interest of the Company, or (iii) the conviction of the Executive of a felony, limited solely for a crime related to the business operations of the Company, or that results in the Executive being unable to substantially carry out his duties as set forth in reasonable detail this Agreement, or (iv) the basis commission of any act by the Executive against the Company that may be construed as the crime of embezzlement, larceny, and/or grand larceny. Any other provision in this paragraph to the contrary notwithstanding, the Executive shall not be deemed to have been terminated for Termination for Cause unless and until the determination of “for cause” (as defined herein). “For cause” shall be defined as conviction of a felony resulting in a material adverse economic effect on Employer; provided that the determination of such material adverse economic effect shall in any case be made pursuant to Board duly adopts a resolution duly adopted by a the affirmative vote of no less than twothree-thirds quarters (2/3’s3/4) of the entire Board of Directors membership of the Bank Board, at a meeting duly of the Board called and held and called for such purpose; and provided further, that Employee shall be given purpose (after reasonable notice of such meeting to the Executive and shall have an opportunity for the opportunityExecutive, together with the Executive's counsel, to be heard before the Board of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon receipt Board), finding that in the good faith opinion of the notice by EmployeeBoard, the Executive was guilty of conduct described in Subparagraphs (i), (ii) or (iv) of this paragraph and specifying the date on which the notice particulars thereof in detail and a certified copy of such resolution is received shall be deemed to be the Separation Date. In the event Employee is terminated pursuant to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior delivered to the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationExecutive.

Termination for Cause. Employer Company may terminate Employee’s Executive's employment pursuant to the terms of this Agreement at any time “for cause by giving written notice of termination. Such termination will become effective upon the giving of such notice. Upon any such termination for cause” upon written notice , Executive shall have no right to Employeecompensation, setting forth bonus or reimbursement under Section 5, 6 or 8, or to participate in reasonable detail any employee benefit programs under Section 7, including the basis severance package provided for in Section 7.05, except as provided by law, for any subsequent to the determination effective date of “for termination. For purposes of this Section 9.02, "cause” " shall mean: (as defined herein). “For cause” shall be defined as conviction i) Executive is convicted of a felony resulting in which is directly related to Executive's employment or the business of Company or could otherwise reasonably be expected to have a material adverse economic effect on EmployerCompany's business, prospects or future stock price which price should be measured over a period of at least six months. Felonies involving the driving of motor vehicles shall not be grounds for termination; provided that the determination (ii) Executive, in carrying out his duties hereunder, has been found in a civil action to have committed gross negligence or intentional misconduct resulting in either case in direct material harm to Company; (iii) Executive is found in a civil action to have breached his fiduciary duty to Company resulting in direct profit to him; (iv) Executive is found in a civil action to have materially breached any provision of such material adverse economic effect shall in Section 10 or Section 11; (v) Executive’s repeated refusal (other than any case be made pursuant failure to perform arising from a resolution duly adopted by a vote of no less than two-thirds (2/3’sphysical or mental disability) of the entire Board of Directors of the Bank at a meeting duly held and called for such purpose; and provided further, that Employee shall be given reasonable notice of such meeting and shall have the opportunity, together with counsel, to be heard before the Board of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon receipt of the notice by Employee, and the date on which the notice is received shall be deemed to be the Separation Date. In the event Employee is terminated pursuant to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested act in accordance with the terms reasonable directions of those plansCompany’s Board directing Executive to perform services consistent with Executive’s status as an officer of Company, which refusal is not cured by Executive within twenty (20) days of Executive’s receipt of written notice thereof from Company (provided, however, that if such breach cannot be cured within twenty (20) days and Executive commences the cure thereof and diligently pursues the same, such failure shall not constitute “cause” unless such breach is not cured in its entirety within thirty (30) days of Executive’s receipt of the written notice of breach); (vi) Executive commits acts of dishonesty, fraud, misrepresentation, or other acts of moral turpitude, that would prevent the effective performance of his duties; and (vii) Executive’s material breach of any obligations of Executive which remains uncured for more than twenty (20) days after written notice thereof by Company to Executive. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by Executive's failure to comply with the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions requirements of Section 7.04 10 of this Agreement shall continue to constitute a material breach of this Agreement. The term "found in a civil action" shall not apply notwithstanding Employee’s subsequent terminationuntil all appeals permissible under the applicable rules of procedure or statute have been determined and no further appeals are permissible.

Termination for Cause. Employer This Agreement may terminate Employee’s employment at any time “be terminated for cause” upon written notice to Employee, setting forth in reasonable detail the basis for the determination of “for cause” (Cause as defined herein)hereinafter defined. “For causeCause” shall be defined mean: (i) the Executive’s death; (ii) the Executive’s Permanent Disability, which shall mean the Executive’s inability, as conviction a result of physical or mental incapacity, substantially to perform his duties hereunder for a period of six (6) consecutive months; (iii) a material violation by the Executive of any applicable material law or regulation respecting the business of the Employer; (iv) the Executive being found guilty of a felony resulting or an act of dishonesty in connection with the performance of his duties as an officer of the Employer, or which disqualifies the Executive from serving as an officer or director of the Employer or any one of its Subsidiaries; (v) the willful or negligent failure of the Executive to perform his duties hereunder in any material respect; (vi) the Executive engages in one or more violations of Employer’s policies or procedures or directives of the Board and that have a material financial adverse economic effect on Employerthe Employer or any one of its Subsidiaries; provided that or (vii) the determination of such material adverse economic effect shall in any case be made Executive is removed or suspended from banking pursuant to a resolution duly adopted by a vote of no less than two-thirds (2/3’sSection 8(e) of the entire Board of Directors Federal Deposit Insurance Act, as amended (the “FDIA”), or any other applicable state or federal law. The Executive shall be entitled to at least thirty (30) days’ prior written notice of the Bank at a meeting duly held and called Employer’s intention to terminate his employment for any cause (except the Executive’s death) specifying the grounds for such purpose; termination and provided further, that Employee shall be given provided a reasonable notice opportunity to present to the Board his position regarding any dispute relating to the existence of such meeting and shall have the opportunity, together with counsel, to be heard before the Board of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon receipt of the notice by Employee, and the date on which the notice is received shall be deemed to be the Separation Datecause. In the event Employee of a dispute regarding the Executive’s Permanent Disability, each of the Executive and the Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of the Executive’s employment with the Employer for Cause, the Executive shall be entitled to receive from the Employer only such payments as are due and owing to the Executive as of the effective date of such termination. If the Executive’s employment is terminated for Cause pursuant to this Section, Employee then the Employer shall only be entitled only required to pay the Executive such Base Salary as shall have accrued salary, vacation through the effective date of such termination and reimbursement expenses for which expense reports neither the Employer nor any of its Subsidiaries shall have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior any further obligations to the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationExecutive.

Termination for Cause. Employer Notwithstanding any other provision of this Agreement, this Agreement may terminate Employee’s employment be terminated by the Company at any time “for cause” upon Cause. For purposes of this Agreement, the word "CAUSE" means: (i) an act or acts of personal dishonesty taken by the Executive and intended to result in the direct or indirect personal enrichment of the Executive at the expense of the Company (except that disputes regarding expense reimbursement shall not be subject to this clause and shall instead be resolved in good faith by the Board of Directors and the Executive), (ii) subject to the following sentences, violation by the Executive of his material obligations or representations under this Agreement which are demonstrably willful and deliberate and which are not remedied within 30 days after written notice to Employeethe Executive, setting forth in reasonable detail or (iii) the basis for the determination of “for cause” (as defined herein). “For cause” shall be defined as conviction of the Executive of any criminal act which is a felony resulting in felony. Upon a material adverse economic effect on Employer; provided determination by the Company that the determination of such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted by a vote of no less than two-thirds cause exists under clause (2/3’sii) of the entire preceding sentence, the Company shall cause a special meeting of the Board of Directors to be called and held at a time mutually convenient to the Board of Directors and the Executive, but in no event later than 10 business days after the Executive's receipt of the Bank at a meeting duly held and called for such purpose; and provided further, that Employee shall be given reasonable notice of such meeting and contemplated in clause (ii). The Executive shall have the opportunityright to appear at such special meeting with legal counsel of his choosing to refute any determination of Cause specified in such notice, together with counsel, and any termination of this Agreement by reason of such Cause determination shall not be effective until the Executive is afforded such opportunity to be heard appear before the Board of Directors at any such meetingDirectors. Termination under such circumstance Any notice of termination for Cause pursuant to clause (i) or (iii) of the second sentence of this Section shall be effective immediately made in writing to the Executive, which notice shall set forth in detail all acts or omissions upon receipt of the notice by Employee, and the date on which the notice Company is received shall be deemed to be the Separation Daterelying for such termination. In the event Employee is terminated Upon any termination pursuant to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and Executive shall be entitled to be paid his Base Salary to the date of termination and the Company shall have no further compensation or severance payment liability under this Agreement to the Executive (other than for reimbursement of any naturebusiness expenses incurred prior to the termination date, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent termination3(a)).

Termination for Cause. Employer may terminate Employee’s employment at any time Immediately following notice of termination for “for cause” upon written notice to Employee, setting forth in reasonable detail the basis for the determination of “for causeCause” (as defined hereinbelow), specifying such Cause, given by the Company (termination pursuant to this Section 6.4 being referred to herein as termination for “Cause”). As used herein, “For causeCause” means (i) termination based on Executive’s conviction or plea of “guilty” or “no contest” to any crime constituting a felony in the jurisdiction in which the crime constituting a felony is committed (other than one involving Limited Vicarious Liability), any crime involving moral turpitude (whether or not a felony), or any other violation of criminal law involving dishonesty or willful misconduct that materially injures the Company (whether or not a felony); (ii) Executive’s substance abuse that in any manner interferes with the performance of his duties; (iii) Executive’s failure to perform the responsibilities, functions and duties attached to the position with the Company or a refusal to perform his duties at all or in a reasonably acceptable manner; (iv) Executive’s failure to follow the lawful and proper directives of the Board of Directors that are within the scope of Executive’s duties; or (v) Executive’s material breach of this Agreement. Any determination of for Cause termination shall be defined as conviction of a felony resulting in a material adverse economic effect on Employer; provided that made by the determination of such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted by a vote of no less than two-thirds (2/3’s) of the entire Board of Directors of the Bank at a meeting duly held and called for such purpose; and provided further, that Employee shall be Company after having first given reasonable thirty (30) days written notice to Executive of such meeting determination, and shall have afforded Executive the opportunity, together with counsel, opportunity to be heard before by the full Board of Directors at Directors. Notwithstanding any such meeting. Termination under such circumstance shall be effective immediately upon receipt of the notice by Employeeother provision in this Agreement, and the date on which the notice is received shall be deemed to be the Separation Date. In the event Employee if Executive is terminated pursuant to subsection (iii) of this SectionSection 6.4 for poor job performance, Employee excluding refusal to perform his duties, Executive shall be entitled only have sixty (60) days to accrued salarycure the behavior upon which the threatened termination is based. For the purpose of this provision, vacation and reimbursement expenses the term “Limited Vicarious Liability” shall mean any liability which is based on acts of Company for which expense reports have been Executive is responsible solely as a result of his office(s) with Company; provided to Employer that (A) he was not directly involved in accordance with Employer’s policies such acts and this Agreement or which are provided to Employer either had no prior to the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms knowledge of such plan relating intended actions or, upon obtaining such knowledge, promptly acted reasonably and in good faith to attempt to prevent the timing of distributions. If a “change of control” acts causing such liability or (as defined belowB) shall have occurred prior to Employee’s termination pursuant to this Section 7.02after consulting with Company's counsel, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationhe reasonably believed that no law was being violated by such acts.

Termination for Cause. Employer may terminate Employee’s employment The Corporation shall have the right at any time “to terminate Executive's employment hereunder for cause” upon written notice Cause. For purposes of this Agreement, the following shall constitute Cause: (i) the willful and repeated failure of Executive to Employee, setting forth perform any material duties hereunder or the gross negligence of Executive in reasonable detail the basis for the determination of “for cause” (as defined herein). “For cause” shall be defined as conviction of a felony resulting in a material adverse economic effect on Employer; provided that the determination performance of such material adverse economic duties, and if such failure or negligence is susceptible of cure by Executive, the failure to effect shall in any case be made pursuant to a resolution duly adopted by a vote of no less than two-thirds (2/3’s) of the entire Board of Directors of the Bank at a meeting duly held and called for such purpose; and provided further, that Employee shall be given reasonable cure within 10 days after written notice of such meeting breach is given to Executive; (ii) the failure of Executive to devote his full time, attention, knowledge and skills in furtherance of the business of the Corporation; (iii) unexplained, willful and regular absences of Executive from the Corporation unrelated to the Corporation's business; (iv) excessive use of alcohol or illegal drugs by Executive interfering with the performance of Executive's duties hereunder; (v) theft, embezzlement, fraud, misappropriation of funds, other acts of dishonesty or the violation of any law or ethical rule by Executive relating to Executive's employment; (vi) Executive being charged with a felony or Executive being charged with any crime involving moral turpitude by Executive; (vii) Executive intentionally, recklessly or dishonestly acting in a manner contrary to the best interests of the Corporation; or (viii) the breach by Executive of any other material provision of this Agreement, and if such breach is susceptible of cure by Executive, the failure to effect such cure within 30 days after written notice of such breach is given to Executive. Any determination of termination of Executive's employment hereunder for Cause shall have the opportunity, together with counsel, to be heard before made by the Board of Directors at any such meetingDirectors. Termination under such circumstance For purposes of this Agreement, an action shall be effective immediately upon receipt of the notice by Employeeconsidered "willful" if it is done intentionally, and the date on which the notice is received shall be deemed to be the Separation Date. In the event Employee is terminated pursuant to this Sectionpurposely or knowingly, Employee shall be entitled only to accrued salaryas distinguished from an act done carelessly, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement thoughtlessly or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationinadvertently.

Termination for Cause. Employer The Board may terminate Employee’s the Executive's employment at any time “by the Companies under this agreement for cause” ; however, for purposes of this agreement "cause" shall mean only (i) the Executive's confession or conviction of theft, fraud, embezzlement, or other crime involving dishonesty, (ii) the Executive's certification of materially inaccurate financial or other information pertaining to the Companies (or either of them) or any of the respective subsidiaries of the Companies with actual knowledge of such inaccuracies on the part of the Executive, (iii) the Executive's refusal or willful failure to cooperate with an investigation by a governmental agency pertaining to the financial or other business affairs of the Companies (or either of them) or any of the respective subsidiaries of the Companies unless such refusal or willful failure is based upon a written directive of the Board or the written advice of counsel, (iv) the Executive's excessive absenteeism (other than by reason of physical injury, disease, or mental illness) without a reasonable justification and failure on the part of the Executive to cure such absenteeism within twenty (20) days after the Executive's receipt of a written notice from the Board or the Chief Executive Officer of CSGS setting forth the particulars of such absenteeism, (v) material violation by the Executive of the provisions of Paragraph 11, (vi) habitual and material negligence by the Executive in the performance of his duties and responsibilities under or pursuant to Employee, this agreement and failure on the part of the Executive to cure such negligence within twenty (20) days after his receipt of a written notice from the Board or the Chief Executive Officer of CSGS setting forth in reasonable detail the particulars of such negligence, (vii) material non-compliance by the Executive with his obligations under Paragraph 9 and failure to correct such non-compliance within twenty (20) days after the Executive's receipt of a written notice from the Board or the Chief Executive Officer of CSGS setting forth in reasonable detail the particulars of such non-compliance, (viii) material failure by the Executive to comply with a lawful directive of the Board or the Chief Executive Officer of CSGS and failure to cure such non-compliance within twenty (20) days after the Executive's receipt of a written notice from the Board or the Chief Executive Officer of CSGS setting forth in reasonable detail the particulars of such non-compliance, (ix) a material breach by the Executive of any of his fiduciary duties to the Companies (or either of them) or any of the respective subsidiaries of the Companies and, if such breach is curable, the Executive's failure to cure such breach within ten (10) days after the Executive's receipt of a written notice from the Board or the Chief Executive Officer of CSGS setting forth in reasonable detail the particulars of such breach, or (x) willful misconduct or fraud on the part of the Executive in the performance of the Executive's duties under this agreement as determined in good faith by the Board. In no event shall the results of operations of the Companies or any business judgment made in good faith by the Executive constitute an independent basis for termination for cause of the determination Executive's employment under this agreement. Any termination of “the Executive's employment for cause must be authorized by a majority vote of the Board taken not later than six (6) months after a majority of the members of the Board (other than the Executive if he is a member of the Board) have actual knowledge of the occurrence of the event or conduct constituting the cause for such termination. If the Executive's employment under this agreement is terminated by the Board for cause” (as defined herein). “For cause” shall be defined as conviction of a felony resulting in a material adverse economic effect on Employer; provided that , then the determination of such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted by a vote of no less than two-thirds (2/3’s) of the entire Board of Directors of the Bank at a meeting duly held and called for such purpose; and provided further, that Employee shall be given reasonable notice of such meeting and shall have the opportunity, together with counsel, to be heard before the Board of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon receipt of the notice by Employee, and the date on which the notice is received shall be deemed to be the Separation Date. In the event Employee is terminated pursuant to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and shall Executive will be entitled to no further receive the following compensation or severance payment of any nature, provided however, and benefits from the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent termination.Companies:

Termination for Cause. Employer PNMAC or PFSI may terminate EmployeeExecutive’s employment at any time or services under this Agreement for “Cause” by written Notice of Termination. A termination for cause” upon written Cause is a termination by reason of: (i) a material breach of this Agreement (other than as a result of incapacity due to death or Disability) which is committed by Executive in bad faith and which is not remedied within thirty (30) days of Executive’s receipt of a notice to Employee, setting forth in reasonable detail the basis for the determination cure such breach; (ii) Executive’s conviction by a court of “for cause” (as defined herein). “For cause” shall be defined as conviction competent jurisdiction of a felony resulting in a material adverse economic effect involving dishonesty or moral turpitude, provided, however, that any convictions solely on Employerthe basis of vicarious liability shall not give PNMAC or PFSI the right to terminate Executive for Cause; provided that the determination (iii) entry of such material adverse economic effect shall in an order duly issued by any case be made pursuant to a resolution duly adopted by a vote of no less than two-thirds (2/3’s) federal or state regulatory agency having jurisdiction of the entire Board matter removing Executive from office of Directors PFSI or any its subsidiaries or permanently prohibiting him from participating in the conduct of the Bank at a meeting duly held and called for such purposeaffairs of PFSI or any of its subsidiaries; and provided further, that Employee shall be given reasonable notice or (iv) proven acts of such meeting and shall have fraud or willful misconduct committed by Executive in connection with the opportunity, together with counsel, performance of his duties under Section 2 of this Agreement which result in material injury to be heard before the Board PFSI or any of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon receipt of the notice by Employee, and the date on which the notice is received shall be deemed to be the Separation Dateits subsidiaries. In the event Employee is terminated of a termination for Cause pursuant to this SectionSection 7(c), Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and Executive shall be entitled to no further compensation or severance payment receive (a) his base salary for the entire period up to and including the date of Executive’s termination for Cause; (b) accrued but unused PTO through the Termination Date; and (c) reimbursement of any natureunreimbursed expenses incurred by Executive pursuant to Section 6 of this Agreement. If Executive is convicted of a felony involving dishonesty or moral turpitude or removed from office and/or prohibited from participating in the conduct of the affairs of PFSI or any of its subsidiaries by any federal or state regulatory agency having jurisdiction of the matter, provided howeverand if the charges resulting in such removal or prohibition are ultimately dismissed or if a final judgment on the merits of such charges is issued in favor of Executive, or if the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee felony conviction is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan overturned on appeal, then Executive’s termination shall be governed by the terms of such plan relating to the timing of distributions. If treated as a “change of control” (as defined below) shall have occurred prior to Employee’s termination Termination Other Than for Cause pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent termination7(d).

Termination for Cause. Employer The Company may terminate Employee’s employment at any time “this Agreement for cause” upon Cause by service of written notice to Employee, setting forth in reasonable detail the basis for the determination of “for cause” (as defined herein). “For cause” shall be defined as conviction of a felony resulting in a material adverse economic effect on Employer; provided that the determination of such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted by a vote of no less than two-thirds (2/3’s) of the entire Board event constituting Cause, and such Cause continues for a period of Directors of the Bank at a meeting duly held and called for such purposethirty (30) days after written notification; and provided furtherprovided, however, that Employee shall be given reasonable notice of such meeting and shall have in the opportunity, together with counsel, event Cause can’t or is unable to be heard before the Board cured, then subject to this subsection (b), termination for Cause shall happen immediately following delivery of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon receipt of the notice by Employee, and the date on which the notice is received shall be deemed to be the Separation Datewritten notice. In the event Employee this Agreement is terminated pursuant by the Company for Cause, the Company will not have any further obligations towards Executive hereunder including, without limitation, any obligation of the Company to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement provide any further payments or which are provided to Employer prior benefits to the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment of any nature, provided however, Executive after the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms effective date of such plan relating termination. For purposes of this Agreement, “Cause” shall mean any of the following: (1) an intentional act of fraud, embezzlement, theft or any other material violation of law by Executive; (2) grossly negligent or intentional damage to the timing Company’s reputation or assets caused by Executive; (3) grossly negligent or intentional disclosure by Executive of distributions. If a “change of control” Confidential Information (as defined below) shall contrary to Executive’s obligations set forth herein; (4) the willful and continued failure by Executive to substantially perform required duties for the Company (other than as a result of Disability or death); (5) a material breach of this Agreement by Executive; or (6) the willful engagement in illegal conduct, gross misconduct by Executive, or a clearly established violation by Executive of the Company’s written policies and procedures, which is demonstrably and materially injurious to the Company, monetarily or otherwise. Any termination for Cause must be approved by a majority of the disinterested or independent members of the Board of Directors. If written notice has been delivered to Executive alleging termination for Cause, Executive will have the right to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors, at which meeting Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing within thirty (30) days after delivery of the Company’s written notice, any termination of this Agreement will be deemed to have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationwithout Cause.

Termination for Cause. Employer (a) NRF may terminate Employee’s employment at any time “for cause” this Agreement, effective upon 60 days’ prior written notice to Employee, setting forth in reasonable detail the basis for the determination of “for cause” (as defined herein). “For cause” shall be defined as conviction of a felony resulting in a material adverse economic effect on Employer; provided that the determination of such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted by a vote of no less than two-thirds (2/3’s) of the entire Board of Directors of the Bank at a meeting duly held and called for such purpose; and provided further, that Employee shall be given reasonable notice of such meeting and shall have the opportunity, together with counsel, to be heard before termination from the Board of Directors at to Asset Manager if (i) Asset Manager engages in any such meeting. Termination under such circumstance shall be effective immediately upon receipt act of the notice by Employeefraud, and the date on which the notice is received shall be deemed to be the Separation Date. In the event Employee is terminated pursuant to this Sectionmisappropriation of funds, Employee shall be entitled only to accrued salaryor embezzlement against NRF or any of its subsidiaries; (ii) Asset Manager breaches, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and bad faith, any provision of this Agreement or which are provided to Employer prior to there is an event of gross negligence on the Separation Date part of Asset Manager in accordance with Employer’s policies and the performance of its duties under this Agreement and shall and, in each case if it has a Material Adverse Effect on NRF and, with respect to a breach in bad faith or gross negligence, if the effects of such breach in bad faith or gross negligence can be entitled reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to no further compensation or severance payment reverse such effects within 30 days of written notice); (iii) there is a commencement of any natureproceeding relating to Asset Manager’s bankruptcy or insolvency, provided howeverincluding an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the Employee will also be entitled events in (iii) and (iv) with respect to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan assignee shall be governed not constitute grounds for termination by the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationNRF.

Termination for Cause. Employer The Company may terminate Employee’s employment under this Agreement for Cause at any time prior to the expiration of the Term. As used herein, “for cause” upon written notice to Employee, setting forth in reasonable detail the basis for the determination of “for cause” (as defined herein). “For causeCause” shall be defined as mean: (i) the plea of guilty or nolo contendere to, or conviction for, the commission of a felony resulting offense by Employee; provided, however, that after indictment, the Company may suspend Employee from the rendition of services, but without limiting or modifying in any other way the Company’s obligations under this Agreement; (ii) a material adverse economic effect on Employerbreach by Employee of a fiduciary duty owed to the Company; (iii) a material breach by Employee of any of the covenants made by Employee in Section 2 hereof; (iv) the willful or gross neglect by Employee of the material duties required by this Agreement; (v) unsatisfactory performance of Employee’s duties or responsibilities as determined by the Company’s Board of Directors; provided that the determination Company has given Employee written notice specifying the unsatisfactory performance of his duties and responsibilities, which remains uncorrected by the Employee after the lapse of 30 days following the receipt of the written notice (vi) a material breach by the Employee of his duty not to engage in any transaction that represents, directly or indirectly, self-dealing with the Company or any Company Affiliates which has not been approved by a majority of the disinterested directors of the Company’s Board of Directors, if such material adverse economic effect shall breach remains uncured after the lapse of 30 days following the date that the Company has given the Employee written notice thereof; (vii) any act of misappropriation, embezzlement, intentional fraud or similar contact involving the Company or any Company Affiliates; (viii) intentional infliction of any damage of a material nature to any property of the Company or any Company Affiliates; (ix) a violation of any Company policy pertaining to ethics, wrongdoing or conflicts of interest; and (x) the repeated non-prescription abuse of any controlled substance which, in any case be made pursuant to a resolution duly adopted by a vote of no less than two-thirds (2/3’s) of described in this clause, the entire Company’s Board of Directors reasonably determines renders the Employee unfit to serve in his capacity as an officer or employee of the Bank at a meeting duly held and called for such purpose; and provided further, that Employee shall be given reasonable notice of such meeting and shall have the opportunity, together with counsel, to be heard before the Board of Directors at Company or any such meeting. Termination under such circumstance shall be effective immediately upon receipt of the notice by Employee, and the date on which the notice is received shall be deemed to be the Separation DateCompany Affiliates. In the event Employee is terminated pursuant to this Sectionof Employee’s termination for Cause, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to shall terminate without further obligation by the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance Company, except for the payment of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. If a “change of control” Accrued Obligations (as defined in paragraph 1(f) below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent termination).

Termination for Cause. Employer The Company may terminate Employee’s 's employment at any time “for "cause” " effective immediately upon giving written notice to Employeethereof. For purposes of this Agreement, setting forth in reasonable detail the basis for the determination of “for term "cause” (as defined herein). “For cause” " shall be defined as limited to (i) non-appealable conviction of a felony resulting or of any crime involving fraud or misrepresentation that adversely affects the Company's reputation in a material adverse economic effect way; (ii) Employee's gross negligence or willful misconduct which is materially injurious to the Company, (iii) excessive use of alcohol or illegal drugs interfering with the performance of Employee's duties and the continuance thereof after written warning; and (iv) any material breach by Employee of a material obligation under this Agreement with written notice thereof, and an appropriate period to cure such breach if such breach is curable. For purposes of this section, no act or failure to act on Employer; provided Employee's part shall be considered "gross' or "willful" unless done, or omitted to be done, by Employee not in good faith and without reasonable belief that his action or omission was in the determination of such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted by a vote of no less than two-thirds (2/3’s) best interest of the entire Board Company. Notwithstanding any term or provision of Directors this Agreement to the contrary, termination shall not be considered for cause if the termination resulted from bad judgment or negligence on the part of Employee or an act or omission which Employee believed at the time to be in good faith and in the interests of the Bank Company, or not opposed to such interests. Company shall pay Employee his full Base Salary and benefits through the date of termination at a meeting duly held the then current rate (including any applicable pro rated bonus and called accrued vacation pay). Company shall have no other liabilities or obligations to Employee. All stock options, if any, which have become vested and exercisable on or before the termination date shall remain vested and exercisable for such purpose; and provided further, that Employee shall be given reasonable notice period of such meeting and shall have the opportunity, together with counsel, to be heard before the Board of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon receipt of the notice by time as specified in Employee, and the date on which the notice is received shall be deemed to be the Separation Date. In the event Employee is terminated pursuant to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent termination's stock option agreement(s).

Termination for Cause. Employer This Agreement may terminate Employee’s employment at any time “be terminated for cause” upon written notice to Employee, setting forth in reasonable detail the basis for the determination of “for cause” (Cause as defined herein)hereinafter defined. “For causeCause” shall be defined mean: (i) the Executive’s death; (ii) the Executive’s Permanent Disability, which shall mean the Executive’s inability, as conviction a result of physical or mental incapacity, substantially to perform his duties hereunder for a period of six (6) consecutive months; (iii) a material violation by the Executive of any applicable material law or regulation respecting the business of the Employer; (iv) the Executive being found guilty of a felony resulting or an act of dishonesty in connection with the performance of his duties as an officer of the Employer, or which disqualifies the Executive from serving as an officer or director of the Employer, the Company or any one of the Subsidiaries; (v) the willful or negligent failure of the Executive to perform his duties hereunder in any material respect; (vi) the Executive engages in one or more violations of Employer’s policies or procedures or directives of the Board and that have a material financial adverse economic effect on the Employer, the Company or any one of the Subsidiaries; provided that or (vii) the determination of such material adverse economic effect shall in any case be made Executive is removed or suspended from banking pursuant to a resolution duly adopted by a vote of no less than two-thirds (2/3’sSection 8(e) of the entire Board of Directors Federal Deposit Insurance Act, as amended (the “FDIA”), or any other applicable state or federal law. The Executive shall be entitled to at least thirty (30) days’ prior written notice of the Bank at a meeting duly held and called Employer’s intention to terminate his employment for any cause (except the Executive’s death) specifying the grounds for such purpose; termination and provided further, that Employee shall be given provided a reasonable notice opportunity to present to the Board his position regarding any dispute relating to the existence of such meeting and shall have the opportunity, together with counsel, to be heard before the Board of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon receipt of the notice by Employee, and the date on which the notice is received shall be deemed to be the Separation Datecause. In the event Employee of a dispute regarding the Executive’s Permanent Disability, each of the Executive and the Employer shall choose a physician who together will choose a third physician to make a final determination thereof. If the Executive’s employment is terminated for Cause pursuant to this Section, Employee then the Employer shall only be entitled only required to pay the Executive such Base Salary as shall have accrued salarythrough the effective date of such termination and neither the Employer, vacation and reimbursement expenses for which expense reports the Company nor any of the Subsidiaries shall have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior any further obligations to the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationExecutive.

Termination for Cause. Employer may terminate EmployeeFollowing Executive’s Termination for Cause, Employers shall pay Executive any accrued but unpaid Base Salary through the date of termination of Executive’s employment at any time “for cause” upon written notice to Employee, setting forth in reasonable detail the basis for the determination of “for cause” (as defined herein). “For cause” shall be defined as conviction of a felony resulting in a material adverse economic effect on Employer; provided that the determination of such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted by a vote of no less than two-thirds (2/3’s) of the entire Board of Directors of the Bank at a meeting duly held and called for such purpose; and provided further, that Employee shall be given reasonable notice of such meeting and shall have the opportunity, together with counsel, to be heard before the Board of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon receipt of the notice by Employee, and the date on which the notice is received shall be deemed to be the Separation Date. In the event Employee is terminated pursuant to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer payable in accordance with Employer’s policies Employers’ normal payroll practices), and this Agreement or which are provided to Employer any earned but unpaid Incentive Compensation for any prior period, pro rata and to the Separation Date extent earned (payable on the schedule as provided in accordance with Employer’s policies and this Agreement and paragraph 4(b) above). Any outstanding equity awards shall be entitled subject to the terms and conditions of the applicable plan and applicable award agreement. Executive shall have no further right to any other compensation or severance payment of benefits (except for vested benefits under any nature, provided however, the Employee will also be entitled to payment of all vested awards of employee benefit plans and incentive programs which Employee is vested plan in accordance with the terms of those plansthe plan and any right to continued health coverage under COBRA or similar state law) for any period after a Termination for Cause. Any such payment or distribution from a nonqualified deferred compensation plan For purposes of this Agreement, “Termination for Cause,” which shall be governed determined by Employers’ Boards of Directors in the reasonable exercise of their discretion and acting in good faith, is a termination of Executive’s employment as a result of Executive’s dishonesty; willful misconduct; incarceration for ten (10) or more days; breach of fiduciary duties; intentional failure to perform his job duties; willful violation of any law (other than minor traffic violations or less serious offenses) or a final cease-and-desist order; the regulatory suspension or removal of Executive as defined in Agreement paragraph 8; Executive’s failure or refusal to follow instructions of the Boards of Directors of Employers; or Executive’s material breach of the terms of such plan relating this Agreement, which material breach of this Agreement is not cured (to the timing extent deemed curable by the Boards) by Executive within 10 calendar days after his receipt of distributionsEmployers’ written notice thereof, including, without limitation, failure by Executive to perform Executive’s duties and responsibilities in the manner and to the extent required under this Agreement. If The termination of Executive’s employment shall not be a “change of control” (as defined below) Termination for Cause unless and until there shall have occurred been delivered to Executive a copy of a resolution duly adopted in good faith by the affirmative vote of not less than two-thirds of the membership of Employers’ Boards of Directors (other than Executive, if applicable) at a meeting of the Boards called and held for such purpose (after at least fifteen (15) days prior written notice of such meeting and Executive’s alleged improper conduct is communicated to EmployeeExecutive and Executive (together with Executive’s termination counsel) is given an opportunity to be heard before the Boards of Directors), finding that Executive is guilty of the conduct described as Termination for Cause and specifying in detail the grounds for its decision, and further that the specified conduct remains uncured pursuant to the terms hereof or was not capable of cure. Employers’ Boards of Directors, in their discretion, may place Executive on a paid leave of absence for all or any portion of the period of time from the delivery of the written notice described in this Section 7.02Agreement until the effective date of the Termination for Cause, or the provisions date on which Executive returns to work from such paid leave of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationabsence.

Termination for Cause. Employer may Myomo shall be entitled to terminate Employeethis Agreement and Executive’s employment at any time immediately and without notice for “Cause”. Termination for cause” upon written notice to Employee, setting forth in reasonable detail the basis for the determination of “for cause” (as defined herein). “For causeCause” shall be defined as conviction mean termination based upon: (i) the failure by Executive to follow directions of a felony resulting in a material adverse economic effect on Employer; provided that the determination of such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted by a vote of no less than two-thirds (2/3’s) of the entire Board of Directors of the Bank at a meeting duly held and called for such purpose; and provided further, that Employee shall be given reasonable notice of such meeting and shall have the opportunity, together with counsel, to be heard before the Board of Directors at in the handling of material matters which are consistent with Executive’s position; (ii) the willful or continued engagement by Executive in conduct which is materially injurious to Myomo, monetarily or otherwise, including, but not limited to, the disclosure by Executive of Confidential Information (as defined in paragraph 5(a)(i)), which is inconsistent with Executive’s responsibilities set forth in Paragraph 2(b), breach by Executive of his fiduciary duties to Myomo, violation by Executive of any restrictive covenant, including covenants not to compete, to solicit Myomo’s clients or employees or disparage Myomo or their officers, employees, business partners, affiliates or representatives, as further defined in paragraph 5 below; (iii) a conviction of, a plea of nolo contendere, a guilty plea or confession by Executive to an act of fraud, misappropriation or embezzlement or to a felony; (iv) Executive’s use, sale or possession of illegal substances, or habitual intoxication while conducting Myomo’s business; (v) a violation of Myomo’s employment policies as specified in the Employee Handbook; (vi) a material breach by Executive of this Agreement; or (vii) Executive’s willful absence from his employment or willful failure or refusal to perform or gross neglect in the performance of his duties or responsibilities hereunder. Where reasonable, prior to termination under subparagraphs (i) or (v) above, Myomo will provide Executive with written notice of any act or omission it believes constitutes Cause for termination, including stating the reasons for such meeting. Termination under such circumstance shall be effective immediately upon receipt of the notice by Employeebelief, and Executive shall have thirty (30) days to cure and/or to present his position regarding the date on which the notice is received shall be deemed to be the Separation Datematter. In the event Employee is terminated pursuant of termination of Executive by Myomo for Cause, Myomo shall have no obligation to this Section, Employee shall pay Executive anything other than any salary earned to date and to provide him with any benefit continuation rights as required by law. A termination for Cause will be entitled only effective upon Myomo’s delivery to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment Executive of any naturea written notice advising him of his termination, provided howeverthat a termination for Cause under subparagraphs (i) or (v), in circumstances where thirty (30) calendar days advance written notice has been given, will be effective on the Employee will also be entitled to payment thirty first (31st) calendar day after Executive’s receipt of all vested awards of benefit plans and incentive programs which Employee is vested said notice if the conduct constituting Cause has not, in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed Company’s opinion, been corrected by the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationExecutive.

Termination for Cause. Employer Company may terminate EmployeeExecutive’s employment pursuant to the terms of this Agreement at any time “for cause by giving written notice of termination. Such termination will become effective upon the giving of such notice. Upon any such termination for cause” upon written notice , Executive shall have no right to Employeecompensation, setting forth in reasonable detail the basis for the determination bonus or reimbursement under Section 5. For purposes of this Section 7.02, “for cause” (as defined herein). “For cause” shall be defined as conviction mean: (i) Executive is convicted of a felony resulting in which is directly related to Executive’s employment or the business of Company or could otherwise reasonably be expected to have a material adverse economic effect on EmployerCompany’s business, prospects or future stock price which price should be measured over a period of at least six months. Felonies involving the driving of motor vehicles shall not be grounds for termination; provided that the determination (ii) Executive, in carrying out his duties hereunder, has been found in a civil action to have committed gross negligence or intentional misconduct resulting in either case in direct material harm to Company; (iii) Executive is found in a civil action to have breached his fiduciary duty to Company resulting in direct profit to him; (iv) Executive is found in a civil action to have materially breached any provision of such material adverse economic effect shall in any case be made pursuant Section 9 or Section 10; (v) Executive’s repeated refusal to a resolution duly adopted by a vote of no less than two-thirds (2/3’s) of the entire Board of Directors of the Bank at a meeting duly held and called for such purpose; and provided further, that Employee shall be given reasonable notice of such meeting and shall have the opportunity, together with counsel, to be heard before the Board of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon receipt of the notice by Employee, and the date on which the notice is received shall be deemed to be the Separation Date. In the event Employee is terminated pursuant to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested act in accordance with the terms reasonable directions of those plansCompany’s Board directing Executive to perform services consistent with Executive’s status as an officer of Company, which refusal is not cured by Executive within twenty (20) days of Executive’s receipt of written notice thereof from Company (provided, however, that if such breach cannot be cured within twenty (20) days and Executive commences the cure thereof and diligently pursues the same, such failure shall not constitute “cause” unless such breach is not cured in its entirety within thirty (30) days of Executive’s receipt of the written notice of breach); (vi) Executive commits acts of dishonesty, fraud, misrepresentation, or other acts of moral turpitude, that would prevent the effective performance of his duties; and (vii) Executive’s material breach of any obligations of Executive which remains uncured for more than twenty (20) days after written notice thereof by Company to Executive. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by Executive's failure to comply with the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions requirements of Section 7.04 9 of this Agreement shall continue to constitute a material breach of this Agreement. The term "found in a civil action" shall not apply notwithstanding Employee’s subsequent terminationuntil all appeals permissible under the applicable rules of procedure or statute have been determined and no further appeals are permissible.

Termination for Cause. Employer may terminate Employee’s employment at Termination for Cause" shall mean termination because of Executive's personal dishonesty, incompetence, willful misconduct, any time “for cause” upon written notice breach of fiduciary duty involving personal profit, intentional failure to Employeeperform stated duties, setting forth in reasonable detail willful violation of any law, rule, regulation (other than traffic violations or similar offenses) or final cease and desist order, or any material breach of any material provision of this Agreement. In determining incompetence, the basis for the determination of “for cause” (as defined herein). “For cause” acts or omissions shall be defined as conviction measured against standards generally prevailing in the savings institution industry. For purposes of a felony resulting this paragraph, no act or failure to act on the part of the Executive shall be considered "willful" unless done, or omitted to be done, by Executive not in a material adverse economic effect on Employer; provided good faith and without reasonable belief that Executives action or omission was in the determination best interest of such material adverse economic effect shall in any case be made the Bank. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Bank shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Bank. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of no not less than twothree-thirds (2/3’s) fourths of the entire membership of the Board of Directors of the Bank at a meeting duly of the Board called and held and called for such purpose; and provided further, that Employee shall be given purpose (after reasonable notice of such meeting to Executive and shall have the opportunityan opportunity for him, together with counsel, to be heard before the Board Board), finding that in the good faith opinion of Directors the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after Termination for Cause. Any stock options granted to Executive under any stock option plan of the Bank, the Company or any subsidiary or affiliate thereof, shall become null and void effective upon Executive's receipt of Notice of Termination for Cause pursuant to Section 4 hereof, and shall not be exercisable by Executive at any time subsequent to such meeting. Termination under such circumstance shall be effective immediately upon receipt of the notice by Employee, and the date on which the notice is received shall be deemed to be the Separation Date. In the event Employee is terminated pursuant to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationCause.

Termination for Cause. Employer may terminate Employee’s employment at any time For “for causeCause” upon the determination by the Company that “Cause” exists to terminate Executive’s employment. “Cause” means (i) Executive’s gross negligence, willful misconduct, or willful neglect in the performance of the material duties and services of Executive hereunder, uncorrected for thirty (30) days following the Company’s written notice to Employee, setting forth in reasonable detail the basis for the determination Executive of “for cause” need to cure such performance; (as defined herein). “For cause” shall be defined as ii) Executive’s final conviction of a felony resulting by a trial court; (iii) any criminal indictment of Executive relating to an event or occurrence for which Executive was directly responsible which, in the business judgment of a majority of the Company’s board of directors, exposes the Company to ridicule, shame or business or financial risk; or (iv) a material adverse economic effect on Employer; provided that breach by Executive of any material provision of this Agreement which remains uncorrected for 30 days following the determination Company’s written notice to Executive of such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted by a vote of no less than two-thirds (2/3’s) of breach. If the entire Board of Directors of the Bank at a meeting duly held and called Company terminates Executive’s employment for such purpose; and provided furtherCause, that Employee shall be given reasonable notice of such meeting and shall have the opportunity, together with counsel, to be heard before the Board of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon receipt of the notice by Employee, and the date on which the notice is received shall be deemed to be the Separation Date. In the event Employee is terminated pursuant to this Section, Employee Executive shall be entitled only to accrued salaryExecutive’s pro rata salary through the date of such termination, vacation and reimbursement expenses all future compensation and benefits, other than benefits to which Executive is entitled under the terms of the Company’s compensation and/or benefit plans, shall cease. In the case of a termination for which expense reports Cause under subpart (i) above, (a) all stock options previously granted by the Company to Executive that are vested on the date of termination for Cause shall, notwithstanding any contrary provision of any applicable plan or agreement covering any such stock option awards, remain outstanding and continue to be exercisable for a period of 90 days following the date of termination for Cause, (b) all stock options previously granted by the Company to Executive that are not vested on the date of termination for Cause shall terminate immediately and (c) all restricted stock, restricted stock units and other awards that have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer not vested prior to the Separation Date in accordance with Employer’s policies and this Agreement and date of termination for Cause shall be entitled cancelled to no further compensation the extent not then vested. In the case of a termination for Cause under subparts (ii), (iii) or severance payment (iv) above, (y) all stock options previously granted by the Company to Executive (whether or not vested) shall terminate immediately and (z) all restricted stock, restricted stock units and other awards that have not vested prior to the date of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan termination for Cause shall be governed by the terms of such plan relating cancelled to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationextent not then vested.

Termination for Cause. Employer may terminate EmployeeExecutive shall have no right to compensation or other benefits for any period after a Termination for Cause. Termination for Cause shall be determined by the Bank Board in the reasonable exercise of its discretion and acting in good faith, and shall include termination because of Executive’s employment at personal dishonesty; willful misconduct; breach of fiduciary duties involving personal profit; intentional failure to perform stated duties; willful violation of any time “for cause” upon written notice to Employeelaw, setting forth in reasonable detail rule, or regulation (other than traffic violations or similar offenses); or a final cease-and-desist order; the basis for the determination regulatory suspension or removal of “for cause” (Executive as defined herein). “For cause” shall be defined as conviction in paragraphs 8(a) and (b) hereof; the failure of a felony resulting in Executive to follow reasonable written instructions of the Bank Board; or a material adverse economic effect on Employer; provided that the determination breach by Executive of such material adverse economic effect any provision of this Agreement, The termination of employment of Executive shall in any case not be made pursuant deemed to be a Termination for Cause unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by a the affirmative vote of no not less than two-thirds (2/3’s) of the entire Board of Directors membership of the Bank Board at a meeting duly of the Board called and held and called for such purpose; and provided further, that Employee shall be given reasonable purpose (after at least ten (10) days’ prior notice of such meeting is provided to Executive and shall have the Executive is given an opportunity, together with counsel, to be heard before the Board of Directors at any Directors), finding that, in the good faith opinion of the Board of Directors, Executive is guilty of the conduct described herein and specifying the particulars thereof in detail. Said Termination for Cause shall not be effective until thirty (30) days after such meeting. Termination under such circumstance resolution is adopted, during which time Executive shall be effective immediately upon receipt afforded the opportunity to petition the Board of Directors for reconsideration of such resolution. The Bank Board, in its discretion, may suspend Executive, with pay, for all or any portion of the period of time from the delivery of the notice by Employee, and described herein until the date on which effective time of the notice is received shall be deemed to be the Separation Date. In the event Employee is terminated pursuant to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses Termination for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationCause.

Termination for Cause. Employer Chugach may terminate Employee’s Xxxxx’ employment at any time for “for cause” immediately upon written notice to EmployeeXxxxx, setting forth provided, however, that Xxxxx must be given ten (10) days written notice of cause for termination and the opportunity to cure such cause within that time if the Board in its reasonable discretion determines that (1) the cause for termination is capable of being cured and (2) no similar conduct or failure that was previously cured has occurred. Such notice shall specify in reasonable detail the basis acts or omissions that constitute cause for the determination termination. For purposes of this Agreement, “for cause” means a business-related reason that is not arbitrary, capricious or illegal and which is based on facts (as defined herein). “For cause” shall be defined as conviction of a felony resulting in a material adverse economic effect on Employer; provided that the determination of such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted i) supported by a vote of no less than two-thirds substantial evidence, and (2/3’sii) of the entire Board of Directors of the Bank at a meeting duly held and called for such purpose; and provided further, that Employee shall be given reasonable notice of such meeting and shall have the opportunity, together with counsel, to be heard before reasonably believed by the Board of Directors at any such meetingto be true. Termination under such circumstance shall be effective immediately upon receipt Examples of “cause” for termination of employment are provided in Chugach Operating Policy 013 dated September 19, 2001, and are incorporated herein by reference to the extent they are consistent with this Agreement, and may also include the following: willful and repeated failure or refusal to carry out reasonable orders, instructions, or directives of the notice Board of Directors; material acts of dishonesty, disloyalty or competition related to the business of Chugach or its relationships with employees, suppliers, contractors, customers or others with whom Chugach does business; refusal or failure to furnish material information concerning Chugach’s affairs as reasonably requested by Employeeor under the authority of the Board of Directors, and or falsification or misrepresentation of such information, conviction of a crime constituting fraud, intentional dishonesty, moral turpitude, or other conduct that materially compromises the date reputation of the employee or Chugach; or any other act, course of conduct, or omission that has or is reasonably likely to have a material adverse effect on which the notice is received shall be deemed to be the Separation DateChugach, its business or financial position, or its goodwill or reputation. In the event Employee is terminated pursuant of the involuntary termination of his employment for cause, Xxxxx shall not be entitled to receive any compensation or benefits hereunder other than (1) his Salary earned through the effective date of Xxxxx’x termination, (2) accrued, unused annual leave, and (3) vested employee benefits under the terms and conditions of the governing plan documents and policies. In the event of termination for cause under this Section, Employee Xxxxx’ obligations under Sections 8 and 9 shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with continue under the terms and conditions of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationAgreement.

Termination for Cause. Employer may The following events, which for purposes of this Agreement shall constitute "cause" for termination with the majority vote of the Board: The willful breach by Executive of any provision of Sections 11, 12, or 13 hereof or any act of fraud, misappropriation, or embezzlement by Executive with respect to any aspect of the Company's business or under circumstances that reflect adversely on the Company in the public eye, in each case in the Board's sole and exclusive determination, shall be cause for immediate termination with immediate curtailment of all compensation, benefits within statutory limitations, and stock option rights. The willful breach by Executive of Section 2 hereof (including but not limited to a refusal to follow lawful directives of the Board) after notice to Executive of the details thereof and a period of 10 days thereafter within which to cure such breach and the failure of Executive to cure such breach to the Board's satisfaction within such 10 day period; The use of illegal drugs by Executive during the term of this Agreement that, in the sole and exclusive determination of Board, interferes with Executive's performance of his duties hereunder or under circumstances that reflect adversely on the Company in the public eye; The filing of a petition in bankruptcy court for bankruptcy, reorganization, or rearrangement or an adjudication that Executive is bankrupt; The commencement of involuntary proceedings against Executive for bankruptcy or appointment of a receiver because of insolvency; If the Company determines that employee has engaged in any dishonest conduct in the course of his management duties including by way of example and not by limitation the knowing receipt of kickbacks from suppliers, misappropriation of corporate assets or opportunities, etc. If the circumstances of Employee's personal life, whether or not in the course of management duties, reflects adversely on the Company such that it would be in the Company's best interests, in its sole discretion, to terminate its business relations with Employee’s employment at any time “for cause” upon . The dissolution of the Company's corporate status; Executive is convicted of or pleads guilty or nolo contendere to a felony or misdemeanor involving financial misconduct, moral turpitude, controlled substances, or personal injuries caused by driving under the influence; Failure of performance by Executive that is repeated or continued after 30 day written notice to Employee, setting forth Executive of such failure and that is determined by the Board to be injurious to the business or interests of the Company and which failure is not cured by Executive within such 30 day period in the Board's sole determination. Any notice of discharge shall describe with reasonable detail specificity the basis cause or causes for the determination termination of “for cause” Executive's employment, as well as the effective date of the termination (as defined hereinwhich effective date may be the date of such notice). “For cause” shall be defined as conviction of a felony resulting in a material adverse economic effect on Employer; provided that If the determination of such material adverse economic effect shall in Company terminates Executive's employment for any case be made pursuant to a resolution duly adopted by a vote of no less than two-thirds (2/3’s) of the entire Board of Directors of reasons set forth above, the Bank at a meeting duly held and called for such purpose; and provided further, that Employee shall be given reasonable notice of such meeting and Company shall have the opportunity, together with counsel, to be heard before the Board of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon receipt of the notice by Employee, and the date on which the notice is received shall be deemed to be the Separation Date. In the event Employee is terminated pursuant to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment obligations hereunder from and after the effective date of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. If a “change of control” termination (other than as defined set forth below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent termination).

Termination for Cause. Employer The Company may terminate Employee’s Officer's employment at with the Company for Cause. In the event Officer's employment with the Company is terminated by the Company "Cause", this Agreement will terminate effective upon such termination for Cause and Officer shall not be entitled to any time “for cause” upon written notice of the benefits of this Agreement through the date of such termination or otherwise. For purposes of this Agreement, the Company shall have "Cause" to Employee, setting forth in reasonable detail terminate the Officer's employment only on the basis of: (a) The Officer's willful and continued failure to substantially to perform his duties with the Company (other than any such failure resulting from his incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the determination Officer by the Company's Board of “for cause” Directors which specifically identifies the manner in which such Board of Directors believes that the Officer has not substantially performed his duties; or (as defined herein)b) The Officer's willful engagement in conduct materially and demonstrably injurious to the Company. “For cause” purposes of this subsection, no act or failure to act on Officer's part shall be defined as conviction considered "willful" unless done, or omitted to be done, by the Officer not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Officer shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to Officer a felony resulting in a material adverse economic effect on Employer; provided that the determination copy of such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted by a the affirmative vote of no not less than two-thirds of the entire membership (2/3’sexcluding Officer) of the entire Company's Board of Directors of the Bank Directors, at a meeting duly held and called for such purpose; and provided further, that Employee shall be given reasonable notice of such meeting and shall have the opportunity, together with counsel, to be heard before the Board of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon receipt called and held for the purpose, finding that in the good faith opinion of the Board of Directors, Officer was guilty of conduct set forth in subsection (a) or (b) of this Section and specifying the particulars thereof in detail. If Officer believes that the Company does not have Cause to terminate Officer's employment, Officer may request, by written notice by Employee, and to the Company given within thirty (30) days from the date on which Officer a copy of the notice is received shall resolution referred to above, that the question of Cause to terminate Officer's employment be deemed submitted to be final and binding arbitration under the Separation DateOklahoma Arbitration Act. In Pending the event Employee is terminated pursuant to this Sectionarbitration decision, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and Officer shall be entitled to no further compensation or severance payment receive all of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plansOfficer's benefits under this Agreement. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent termination12.

Termination for Cause. Employer may If the Company determines to terminate EmployeeExecutive’s employment at any time “during the Term of Employment for cause” upon written notice to EmployeeCause, setting forth in reasonable detail the basis for the determination of “for cause” (as defined herein), the Company shall have no liability to Executive other than to pay Executive’s wages and benefits through the effective date of Executive’s termination, it being understood that the Initial RSUs, to the extent then unvested, shall be forfeited. Executive, however, will continue to be bound by all provisions of this Agreement that survive termination of employment. For purposes of this Agreement, “For causeCause” shall mean: (1) Executive’s willful and continued gross neglect of duties, (2) the willful engaging by Executive in illegal conduct that is materially and demonstrably injurious to the Company or (3) the willful engaging by Executive in gross misconduct that is materially and demonstrably injurious to the Company, which, in the case of clauses (1) and (3), has not been cured within 30 days after a written demand for substantial performance is delivered to Executive by the Board that specifically identifies the manner in which the Board believes that Executive has grossly neglected his duties or has engaged in gross misconduct. No act, or failure to act, on the part of Executive shall be defined as conviction considered “willful” unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive’s action or omission was in the best interests of a felony resulting in a material adverse economic effect on Employer; provided that the determination of such material adverse economic effect shall in any case be made Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company. The cessation of employment of Executive shall not be deemed to be for Cause unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of no not less than twothree-thirds (2/3’s) quarters of the entire Board of Directors membership of the Bank Board (excluding Executive, if Executive is a member of the Board) at a meeting duly of the Board called and held and called for such purpose; and provided further, that Employee shall be given purpose (after reasonable notice of such meeting is provided to Executive and shall have the Executive is given an opportunity, together with counselcounsel for Executive, to be heard before the Board of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon receipt Board), finding that, in the good faith opinion of the notice by EmployeeBoard, Cause exists and specifying the date on which the notice is received shall be deemed to be the Separation Date. In the event Employee is terminated pursuant to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer particulars thereof in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationdetail.

Termination for Cause. Employer may terminate Employee’s In the event that employment at hereunder is terminated by the Company for Cause, the Executive shall not be entitled to receive compensation or other benefits for any time period after such termination, except as provided by law. The phrase “for causeCause” upon written notice as used herein, shall exist when there has been a good faith determination by the Company, as communicated to EmployeeExecutive by the Chief Executive Officer, setting forth in reasonable detail that there shall have occurred one or more of the basis for following events with respect to the determination Executive: (i) the conviction of “for cause” (as defined herein). “For cause” shall be defined as conviction the Executive of a felony or of any lesser criminal offense involving moral turpitude; (ii) the willful commission by the Executive of a criminal or other act that, in the judgment of the Board will likely cause substantial economic damage to the Company or the Bank or substantial injury to the business reputation of the Company or Bank; (iii) the commission by the Executive of an act of fraud in the performance of his duties on behalf of the Company or Bank; (iv) the continuing willful failure of the Executive to perform his duties to the Company or Bank (other than any such failure resulting from the Executive’s incapacity due to Disability) after written notice thereof (specifying the particulars thereof in reasonable detail) and a material adverse economic effect on Employerreasonable opportunity to be heard and cure such failure are given to the Executive; provided that or (v) an order of a federal or state regulatory agency or a court of competent jurisdiction requiring the determination termination of such material adverse economic effect the Executive’s employment by the Company. Notwithstanding the foregoing, Cause shall in any case not be made pursuant deemed to exist unless there shall have been delivered to the Executive a copy of a resolution duly adopted by a the affirmative vote of no not less than two-thirds (2/3’s) a majority of the entire Board of Directors membership of the Bank Board at a meeting duly of the Board called and held and called for such purpose; and provided further, that Employee shall be given the purpose (after reasonable notice of such meeting to the Executive and shall have an opportunity for the opportunity, together with counsel, Executive to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of Directors conduct described above and specifying the particulars thereof. Prior to holding a meeting at any such meeting. Termination under such circumstance which the Board is to make a final determination whether Cause exists, if the Board determines in good faith at a meeting of the Board, by not less than a majority of its entire membership, that there is probable cause for it to find that the Executive was guilty of conduct constituting Cause as described above, the Board may suspend the Executive from his duties hereunder for a reasonable period of time not to exceed fourteen (14) days pending a further meeting at which the Executive shall be effective immediately upon receipt given the opportunity to be heard before the Board. For purposes of this subparagraph, no act or failure to act, on the Executive’s part shall be considered “willful” unless done, or omitted to be done, by him not in good faith without reasonable belief that his action or omission was in the best interest of the notice by Employee, Company and the date on which Bank. Upon a finding of Cause, the notice is received Board shall be deemed to be the Separation Date. In the event Employee is terminated pursuant to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior deliver to the Separation Date Executive a Notice of Termination, as more fully described in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. If a “change of control” (as defined Section 9 below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent termination.

Termination for Cause. Employer For purposes of this Agreement, Xxxxxx Savings may terminate EmployeeExecutive’s employment at for “Cause” if: (i) Executive commits a felony or any time “for cause” upon other crime involving dishonesty or breach of trust, or Executive commits any other crime involving moral turpitude with respect to Xxxxxx Savings or that negatively impacts Xxxxxx Savings or involving physical harm to any person (not arising to a felony) that negatively impacts Xxxxxx Savings; (ii) Executive engages in conduct that is in bad faith and materially injurious to Xxxxxx Savings, including but not limited to misappropriation of any Xxxxxx Savings property, misappropriation of trade secrets, fraud or embezzlement; (iii) Executive commits a material breach of this Agreement which breach is not cured within thirty (30) days after written notice to EmployeeExecutive from Xxxxxx Savings, setting forth unless such breach is not curable, in reasonable detail the basis for the determination of “for cause” (as defined herein). “For cause” which case there shall be defined as conviction no cure period; (iv) Executive willfully refuses to implement or follow a lawful policy or directive of the Board of Directors of Xxxxxx Savings, which breach is not cured within thirty (30) days after written notice to Executive from Xxxxxx Savings, unless such breach is not curable, in which case there shall be no cure period or (v) Executive engages in misfeasance or malfeasance demonstrated by a felony resulting in a material adverse economic effect on Employerpattern of failure to perform job duties diligently and professionally. Upon termination for Cause, Xxxxxx Savings shall pay to Executive all compensation to which Executive is entitled up through the date of termination, subject to all rights, remedies and defenses of Xxxxxx Savings; provided that the determination and thereafter all obligations of such material adverse economic effect Xxxxxx Savings under this Agreement shall in any case be made pursuant to cease. For purposes of this Cause definition, an act or omission based upon a resolution duly adopted by a vote of no less than two-thirds (2/3’s) of the entire Board of Directors of the Bank at a meeting duly held and called either Xxxxxx Savings or DFC or advice of counsel for such purpose; and provided further, that Employee Xxxxxx Savings or DFC shall be given reasonable notice of such meeting and shall have the opportunity, together with counsel, conclusively presumed to be heard before the Board of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon receipt of the notice by Employee, and the date on which the notice is received shall be deemed to be the Separation Date. In the event Employee is terminated pursuant to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer done or omitted in accordance with Employer’s policies good faith and this Agreement in the best interests of Xxxxxx Savings or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationan affiliate.

Termination for Cause. Employer may terminate Employee’s employment at any time “for cause” upon written notice to EmployeeCorporation may, setting forth in reasonable detail the basis for the determination of “for cause” (as defined herein). “For cause” shall be defined as conviction of a felony resulting in a material adverse economic effect on Employer; provided that the determination of such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted by a vote of no less than two-thirds (2/3’s) of the entire Board of Directors of the Bank at a meeting duly held and called for such purpose; and provided further, that Employee shall be given reasonable notice of such meeting and shall have the opportunity, together with counsel, to be heard before the Board of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon receipt of without providing --------------------- the notice by Employeespecified in Paragraph 13.1, terminate this Agreement for Cause and cancel its obligation to Employee hereunder, except for base salary earned but unpaid to the effective date on which the notice is received shall be deemed to be the Separation Dateof termination. In the event Employee the Agreement is terminated pursuant to under this SectionParagraph for cause, Employee shall will not be entitled only to accrued salaryany further payment of commissions nor will Employee be entitled to severance pay. As used herein, vacation and reimbursement expenses for which expense reports have been provided the term "Cause" shall include, but not be limited to: (i ) the commission of Employee of a felony or a crime involving moral turpitude or the commission of any other act involving dishonesty, disloyalty or fraud, (ii) conduct by Employee tending to Employer bring Corporation into substantial public disgrace or dispute, (iii) failure of Employee to perform, in accordance with Employer’s policies and any material respect, his obligations under this Agreement or the reasonable directives of the Board or the Corporation's Chief Executive Officer, (iv) failure of Employee to perform his job in an efficient and satisfactory manner, (v) negligence or willful misconduct by Employee in providing services required hereby, (vi) the Corporation files a voluntary bankruptcy petition or any bankruptcy, insolvency, liquidation, dissolution proceeding or any other similar proceedings are otherwise commenced against the Corporation or Corporation admits in writing its inability to pay its debts as they become due and payable, (vii) Employee's breach of any aspect of this Agreement (viii) the determination by the Board that Employee has acted, or had failed to act, which action or failure to take actions are provided to Employer prior within Employee's power and authority, in a manner detrimental to the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment best interests of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationCorporation.

Termination for Cause. Employer Company may immediately terminate Employee’s employment at any time hereunder for “for causeCause”. For purposes of this Agreement, “Cause” upon written notice includes, but is not limited to: (a) Employee’s breach of this Agreement or Company policy; (b) Employee’s material failure or refusal to perform Employee’s duties as a Company employee (including, setting forth without limitation, Employee’s material failure to follow the lawful direction of the CEO or Board or Employee’s gross negligence, willful misconduct, chronic absenteeism, or habitual neglect in reasonable detail the basis for the determination performance of “for cause” such duties; (as defined herein). “For cause” shall be defined as c) Employee’s conviction or entry of a felony resulting nolo contender plea to a felony, a crime of moral turpitude, dishonesty, breach of trust or unethical business conduct, or any other crime which materially affects Company’s or any of its affiliate’s business; (d) Employee’s indictment for a crime (other than a minor traffic violation or misdemeanor) or any offense involving moral turpitude, when the CEO or Board in a material his, her or its reasonable discretion determines that Employee can no longer satisfactorily perform the duties of Employee’s job or that Employee’s continuing service would materially have an adverse economic effect on Employerthe business interests or reputation of Company or any of its affiliates; provided that (e) Employee’s commission of any act of fraud, embezzlement, misappropriation, dishonesty, theft, or insubordination; (f) Employee’s illegal use of drugs in the determination of such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted by a vote of no less than two-thirds (2/3’s) of the entire Board of Directors of the Bank at a meeting duly held and called for such purposeworkplace; and provided further(g) Employee’s failure to honor Employee’s fiduciary duties to Company, that Employee shall be given reasonable notice including the duty to act in the best interests of such meeting and shall have the opportunity, together with counsel, to be heard before the Board of Directors at any such meetingCompany. Termination under such circumstance shall be effective immediately upon receipt of the notice by Employee, and the date on which the notice is received shall Cause will not be deemed to be exist under (a), (b) and (g) of this paragraph unless and until Company provides Employee written notice of the Separation Date. In the event reason and a 30-day opportunity to cure and Employee is terminated pursuant fails to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationcure.

Termination for Cause. Employer PNMAC may terminate EmployeeExecutive’s employment at any time under this Agreement for “Cause” by written Notice of Termination. A termination for cause” upon written Cause is a termination by reason of: (i) a material breach of this Agreement (other than as a result of incapacity due to death or Disability) which is committed by Executive in bad faith and which is not remedied within thirty (30) days of Executive’s receipt of a notice to Employee, setting forth in reasonable detail the basis for the determination cure such breach; (ii) Executive’s conviction by a court of “for cause” (as defined herein). “For cause” shall be defined as conviction competent jurisdiction of a felony resulting in a material adverse economic effect involving dishonesty or moral turpitude, provided, however, that any convictions solely on Employerthe basis of vicarious liability shall not give PNMAC the right to terminate Executive for Cause; provided that the determination (iii) entry of such material adverse economic effect shall in an order duly issued by any case be made pursuant to a resolution duly adopted by a vote of no less than two-thirds (2/3’s) federal or state regulatory agency having jurisdiction of the entire Board matter removing Executive from office of Directors PNMAC or its subsidiaries or permanently prohibiting him from participating in the conduct of the Bank at a meeting duly held and called for such purposeaffairs of PNMAC or any of its subsidiaries; and provided further, that Employee shall be given reasonable notice or (iv) proven acts of such meeting and shall have fraud or willful misconduct committed by Executive in connection with the opportunity, together with counsel, performance of his duties under Section 2 of this Agreement which result in material injury to be heard before the Board of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon receipt of the notice by Employee, and the date on which the notice is received shall be deemed to be the Separation DatePNMAC. In the event Employee is terminated of a termination for Cause pursuant to this SectionSection 7(c), Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and Executive shall be entitled to no further compensation or severance payment receive (a) his base salary for the entire period up to and including the date of Executive’s termination for Cause; (b) accrued but unused PTO through the Termination Date; and (c) reimbursement of any natureunreimbursed expenses incurred by Executive pursuant to Section 6 of this Agreement. If Executive is convicted of a felony involving dishonesty or moral turpitude or removed from office and/or prohibited from participating in the conduct of the affairs of PNMAC or any of its subsidiaries by any federal or state regulatory agency having jurisdiction of the matter, provided howeverand if the charges resulting in such removal or prohibition are ultimately dismissed or if a final judgment on the merits of such charges is issued in favor of Executive, or if the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee felony conviction is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan overturned on appeal, then Executive’s termination shall be governed by the terms of such plan relating to the timing of distributions. If treated as a “change of control” (as defined below) shall have occurred prior to Employee’s termination Termination Other Than for Cause pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent termination7(d).

Termination for Cause. Employer may terminate EmployeeExecutive shall have no right to compensation or other benefits (except for vested benefits under any employee benefit plan) for any period after a Termination for Cause. For purposes of this Agreement, Termination for Cause shall be determined by the CEO, in the reasonable exercise of his discretion and acting in good faith, in accordance with this sub-paragraph and subject to the approval of the Bank’s board of directors. Termination for Cause is a termination of Executive’s employment at as a result of Executive’s personal dishonesty, willful or reckless misconduct, willful or reckless breach of fiduciary duties; intentional failure to perform stated duties; willful or reckless violation of any time “for cause” upon written notice to Employeelaw, setting forth in reasonable detail rule, or regulation (other than traffic violations or similar offenses), or a final cease-and-desist order or other formal administrative action entered into by or imposed on the basis for Bank; the determination regulatory suspension or removal of “for cause” (Executive as defined hereinin Agreement paragraphs 8(a) and 8(b); Executive’s failure to follow reasonable written instructions of the CEO or the board of directors of the Bank; or Executive’s material breach of any provision of this Agreement. “For cause” The termination of Executive’s employment shall not be defined as conviction deemed to be a Termination for Cause unless and until there shall have been delivered to Executive a copy of a felony resulting in a material adverse economic effect on Employer; provided that the determination of such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted in good faith by a the affirmative vote of no not less than two-thirds (2/3’s) of the entire Board of Directors membership of the Bank Bank’s board of directors (other than Executive and any other employees who serve on such board of directors) at a meeting duly of such board called and held and called for such purpose; and provided further, that Employee shall be given reasonable purpose (after at least thirty (30) days prior written notice of such meeting and shall have the opportunity, together with counsel, Executive’s alleged improper conduct is provided to Executive and Executive is given an opportunity to be heard before such board), finding that, in the Board good faith opinion of Directors at such board of directors, Executive is guilty of the conduct described as Termination for Cause and specifying in reasonable detail the grounds for its decision, and further that the specified conduct remains uncured or, in the case of a suspension, removal or formal administrative action, was not capable of cure. The CEO, in his discretion, with the approval of the Bank’s board of directors, may suspend Executive, with pay, for all or any such meeting. Termination under such circumstance shall be effective immediately upon receipt portion of the period of time from the delivery of the notice by Employee, and the date on which the notice is received shall be deemed to be the Separation Date. In the event Employee is terminated pursuant to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer described in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to paragraph 7(a) until the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment effective time of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationTermination for Cause.

Termination for Cause. Employer The Executive's employment hereunder may terminate Employee’s employment be terminated by the Company for "Cause" (as herein defined) upon at any time “for cause” upon least thirty (30) days' prior written notice to Employeethe Executive. Termination for Cause shall mean termination by reason of (a) the willful and continued failure by Executive to substantially perform his duties with the Company (other than any such failure resulting from his incapacity due to physical or mental illness), setting forth after a written demand for substantial performance is delivered to the Executive by the Board of Directors, which demand specifically identifies the manner in reasonable detail which the basis for Executive is believed not to have substantially performed his duties, or (b) the determination Executive's willful engagement in conduct which is or is likely to become demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes of “for cause” (as defined herein). “For cause” this Section, no act, or failure to act, on the part of the Executive shall be defined as conviction deemed "willful" unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that his action or omission was in the best interests of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there has been delivered to him a felony resulting in a material adverse economic effect on Employer; provided that the determination copy of such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted by a the affirmative vote of no not less than two-thirds (2/3’s) a majority of the entire membership of the Board of Directors of the Bank at a meeting duly of the Board of Directors called and held and called for such purpose; and provided further, that Employee shall be given purpose (after reasonable notice of such meeting to the Executive and shall have an opportunity for the opportunityExecutive, together with his counsel, to be heard before the Board of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon receipt Directors), finding that in the good faith opinion of the notice by Employee, Board of Directors the Executive was guilty of conduct of the type set forth above in this Section and specifying the date on which particulars thereof in detail. Upon termination for Cause hereunder the notice is received shall be deemed to be the Separation Date. In the event Employee is terminated pursuant to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and Executive shall be entitled to no further compensation or severance payment receive the Executive's Base Salary through the date of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent termination.

Termination for Cause. Employer The Board may terminate Employee’s employment the Employment Period pursuant to the terms of this Section 9(a) for cause at any time “for cause” upon by giving written notice to Employeethe Executive. Such termination shall become effective upon the giving of such notice. Upon any such termination for cause, setting the Executive shall have no right to the Base Salary, bonuses or other payments under Sections 3 or 4, or to participate in any employee benefit programs under Section 5, as of the effective date of termination. For purposes of this Agreement, "cause" shall mean: (i) the Executive is convicted of a felony; (ii) the Executive has materially breached any provision of Section 6, 7 or 10 resulting in material harm to any member of the Consolidated Group; or (iii) as a result of the Executive's willful personal dishonesty, gross misconduct, breach of fiduciary duty involving personal profit, gross negligence or failure to perform his duties as set forth in reasonable detail Section 6, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or material breach of any provision of this Agreement, there is material harm to any member of the basis for Consolidated Group. For purposes of this Section 9(a), no act, or failure to act, on the determination of “for cause” (as defined herein). “For cause” Executive's part shall be defined as conviction of a felony resulting considered "willful" unless done, or omitted to be done, by him not in a material adverse economic effect on Employer; provided good faith and without reasonable belief that his action or omission was in the determination of such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted by a vote of no less than two-thirds (2/3’s) best interests of the entire Board Consolidated Group; provided, however, that any act or omission to act on the Executive's part in reliance upon an opinion of Directors counsel to the Company or at the direction of the Bank at a meeting duly held and called for such purpose; and provided further, that Employee Board or Chief Executive Officer shall be given reasonable notice of such meeting and shall have the opportunity, together with counsel, to be heard before the Board of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon receipt of the notice by Employee, and the date on which the notice is received shall not be deemed to be the Separation Date. In the event Employee is terminated pursuant to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those planswillful. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed decision by the terms of such plan relating Board to terminate the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination Employment Period for cause pursuant to this Section 7.029(a) shall be made at a meeting of the Board that has been duly called and at which a quorum is present. The Board shall give the Executive written notice of the time and place of the meeting, and a general description of the provisions of Section 7.04 grounds upon which such termination is being contemplated. The Executive shall continue be given the opportunity to apply notwithstanding Employee’s subsequent terminationaddress the Board at the meeting.

Termination for Cause. Employer This Agreement may terminate Employee’s employment at be terminated for Cause as hereinafter defined. "Cause" shall mean: (i) the Executive's death; (ii) the Executive's Permanent Disability, which shall mean the Executive's inability, as a result of physical or mental incapacity, substantially to perform his duties hereunder for a period of six (6) consecutive months; (iii) a material violation by the Executive of any time “for cause” upon written notice to Employee, setting forth in reasonable detail applicable material law or regulation respecting the basis for business of the determination of “for cause” Employer; (as defined herein). “For cause” shall be defined as conviction iv) the Executive being found guilty of a felony resulting or an act of dishonesty in connection with the performance of his duties as an officer of the Employer, or which disqualifies the Executive from serving as an officer or director of the Employer or any one of its Subsidiaries; (v) the willful or negligent failure of the Executive to perform his duties hereunder in any material respect; (vi) the Executive engages in one or more violations of Employer's policies or procedures or directives of the Board and that have a material financial adverse economic effect on Employerthe Employer or any one of its Subsidiaries; provided that or (vii) the determination of such material adverse economic effect shall in any case be made Executive is removed or suspended from banking pursuant to a resolution duly adopted by a vote of no less than two-thirds (2/3’sSection 8(e) of the entire Board of Directors Federal Deposit Insurance Act, as amended (the "FDIA"), or any other applicable state or federal law. The Executive shall be entitled to at least thirty (30) days' prior written notice of the Bank at a meeting duly held and called Employer's intention to terminate his employment for any cause (except the Executive's death) specifying the grounds for such purpose; termination and provided further, that Employee shall be given provided a reasonable notice opportunity to present to the Board his position regarding any dispute relating to the existence of such meeting and shall have the opportunity, together with counsel, to be heard before the Board of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon receipt of the notice by Employee, and the date on which the notice is received shall be deemed to be the Separation Datecause. In the event Employee of a dispute regarding the Executive's Permanent Disability, each of the Executive and the Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of the Executive's employment with the Employer for Cause, the Executive shall be entitled to receive from the Employer only such payments as are due and owing to the Executive as of the effective date of such termination. If the Executive's employment is terminated for Cause pursuant to this Section, Employee then the Employer shall only be entitled only required to pay the Executive such Base Salary as shall have accrued salary, vacation through the effective date of such termination and reimbursement expenses for which expense reports neither the Employer nor any of its Subsidiaries shall have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior any further obligations to the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationExecutive.

Termination for Cause. Employer may terminate Employee’s employment at any time “Immediately following notice of termination for cause” upon written notice to Employee, setting forth in reasonable detail the basis for the determination of “for cause” "Cause" (as defined hereinbelow), specifying such Cause, given by the Company (termination pursuant to this Section 6.2 being referred to herein as termination for "Cause"). “For cause” As used herein, "Cause" means (i) termination based on Consulting Executive's conviction or plea of "guilty" or "no contest" to any crime constituting a felony in the jurisdiction in which the crime constituting a felony is committed, any crime involving moral turpitude (whether or not a felony), or any other violation of criminal law involving dishonesty or willful misconduct that materially injures the Company (whether or not a felony); (ii) Consulting Executive's substance abuse that in any manner interferes with the performance of his duties; (iii) Consulting Executive's failure or refusal to perform his duties at all or in an acceptable manner, or to follow the lawful and proper directives of the Board of Directors or Consulting Executive's supervisor(s) that are within the scope of Consulting Executive's duties; (iv) Consulting Executive's breach of this agreement; (v) Consulting Executive's breach of the Company's Confidentiality, Proprietary Information and Inventions policies; (vi) misconduct by Consulting Executive that has or could discredit or damage the Company; (vii) Consulting Executive's indictment for a felony violation of the federal securities laws; or (viii) Consulting Executive's chronic absence from work for reasons other than illness. Any determination of for Cause termination shall be defined as conviction of a felony resulting in a material adverse economic effect on Employer; provided that made by the determination of such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted by a vote of no less than two-thirds (2/3’s) of the entire Board of Directors of the Bank at a meeting duly held and called for such purpose; and provided further, that Employee shall be Company after having first given reasonable thirty (30) days written notice to Consulting Executive of such meeting determination, and shall have afforded Consulting Executive the opportunity, together with counsel, opportunity to be heard before by the full Board of Directors at Directors. Notwithstanding any such meeting. Termination under such circumstance shall be effective immediately upon receipt of the notice by Employeeother provision in this Agreement, and the date on which the notice is received shall be deemed to be the Separation Date. In the event Employee if Consulting Executive is terminated pursuant to subsection (iii) of this SectionSection 6.2 for poor job performance, Employee shall be entitled only excluding refusal to accrued salaryperform his duties, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) Consulting Executive shall have occurred prior sixty (60) days to Employee’s cure the behavior upon which the threatened termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationis based.

Termination for Cause. The Employer may terminate Employeethe Executive’s employment at any time “for cause” upon written notice to EmployeeCause, setting forth in reasonable detail the basis for the determination of “for cause” (as defined herein). “For cause” shall be defined as conviction of a felony resulting in a material adverse economic effect on Employer; provided that the determination of such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted by a vote of no less than two-thirds (2/3’s) of the entire Board of Directors of the Bank after providing Executive with at a meeting duly held and called for such purpose; and provided further, that Employee shall be given reasonable least 30 days’ notice of such meeting proposed termination and shall 15 days to remedy the alleged defect. In this Agreement, “Cause” means the wilful and continued failure by the Executive to substantially perform, or otherwise properly carry out, the Executive’s duties on behalf of RBA Pubco or an affiliate, or to follow, in any material respect, the lawful policies, procedures, instructions or directions of the Employer or any applicable affiliate (other than any such failure resulting from the Executive’s disability or incapacity due to physical or mental illness), or the Executive wilfully or intentionally engaging in illegal or fraudulent conduct, financial impropriety, intentional dishonesty, breach of duty of loyalty or any similar intentional act which is materially injurious RBA Pubco or an affiliate, or which may have the opportunityeffect of materially injuring the reputation, together with counselbusiness or business relationships of the Employer or an affiliate, or any other act or omission constituting cause for termination of employment without notice or pay in lieu of notice at common law. For the purposes of this definition, no act, or failure to act, on the part of a Executive shall be considered “wilful” unless done, or omitted to be heard before done, by the Board of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon receipt Executive in bad faith and without reasonable belief that the Executive’s action or omissions were in, or not opposed to, the best interests of the notice by Employee, Employer and the date on which the notice is received shall be deemed to be the Separation Dateits affiliates. In the event Employee is terminated of termination for Cause, all unvested stock options granted to the Executive pursuant to this Section, Employee shall the terms of the RBA Pubco’s Stock Option Plan (the “Option Plan”) will immediately be entitled only void on the date the Employer notifies the Executive of such termination. The Executive will have 30 days from the date of termination to accrued salary, vacation and reimbursement expenses for exercise any options which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer vested prior to the Separation Date in accordance with Employer’s policies date of termination, subject to the terms and this Agreement conditions of the Option Plan and shall be entitled to no further compensation or severance payment the applicable individual option agreements. In the event of any nature, provided howevertermination for Cause, the Employee rights of the Executive with respect to any performance share units (“PSUs”) and restricted share units (“RSUs”) granted pursuant to the RBA Pubco’s Performance Share Unit Plan (the “PSU Plan”) and Restricted Share Unit Plan (the “RSU Plan”), respectively, and pursuant to any and all PSU and RSU grant agreements, respectively, will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating pursuant to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02PSU Plan and RSU Plan, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationrespectively.

Termination for Cause. Employer may terminate Employee’s employment The Company shall have the right at any time “for cause” time, exercisable immediately upon written notice subject to Employeeany available cure periods as set forth before, setting forth in reasonable detail the basis to terminate Executive’s employment for the determination of “for cause” (as defined herein)Cause. “For causeCause” shall be defined as mean (1) Executive’s negligence or willful misconduct in the performance of Executive’s obligations hereunder, (2) breach by Executive of any provision of this Agreement, (3) any felony indictment or conviction of Executive, including a felony resulting in guilty plea by nolo contendere, (4) a failure of Executive to substantially perform his duties hereunder, (5) fraud, embezzlement or any other illegal or wrongful conduct by Executive upon the Company or Diamond, whether prior or subsequent to the Start Date, (6) Executive’s intentional infliction of any damage of material adverse economic effect on Employer; provided that the determination of such material adverse economic effect shall in nature to any case be made pursuant to a resolution duly adopted by a vote of no less than two-thirds (2/3’s) property of the entire Board Company or Diamond, (7) Executive’s use of Directors illegal narcotics or other illegal substances, (8) Executive’s breach of Diamond policies or the Bank at a meeting duly held Confidentiality and called for such purpose; Non-Competition Agreement (the “Confidentiality Agreement”), including without limitation, sexual harassment and provided furtherdiscrimination, that Employee shall be given reasonable and (9) Executive’s failure to comply with laws and regulations which are applicable to the Company or to Diamond. Any notice of such meeting and shall have the opportunity, together with counsel, to be heard before the Board of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon receipt of the notice by Employee, and the date on which the notice is received shall be deemed to be the Separation Date. In the event Employee is terminated pursuant to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.025.1 must be in writing, delivered to Executive in the provisions manner set forth in Section 9.1, and shall specify the action or actions constituting “Cause”. In the case of Section 7.04 a breach which is reasonably susceptible to cure, Executive shall continue have ten business days following Company’s delivery of written notice of termination to apply notwithstanding Employee’s subsequent cure such breach. Notwithstanding the foregoing, no breach of paragraphs (3), (5), (6) or (7) above shall be subject to cure by Executive. Upon termination for Cause, Executive shall be entitled to receive (i) his Base Salary then in effect through the effective date of the termination, (ii) any Annual Performance Bonus earned in the prior year that has been authorized by the Compensation Committee but has not yet been paid, and (iii) benefits through the effective date of the termination. No other payments or compensation of any kind will be paid.

Termination for Cause. Employer The Board may, during the Term, without notice to the Executive, terminate this Agreement and discharge the Executive for Cause, whereupon the respective rights and obligations of the parties hereunder shall terminate; provided, however, that the Company shall immediately pay the Executive any amount due and owing pursuant to Articles 3, 4, and 5, prorated to the date of termination; provided, further, however, that no termination for Cause may terminate Employee’s occur without the Executive having the right to a hearing with the Executive's counsel present. As used herein, the term "for Cause" shall refer to the termination of the Executive's employment as a result of any one or more of the following: (i) any conviction of the Executive for a felony; (ii) the gross willful misconduct of the Executive which has a direct and material injurious effect on the business or reputation of the Company; or (iii) the gross dishonesty of the Executive which is directly and materially injurious to the business and reputation of the Company. For purposes of this Section 6.1, no act or failure to act, on the part of the Executive, shall be considered "willful" if it is done, or omitted to be done, by the Executive in good faith or with reasonable belief that his action or omission was in the best interest of the Company. The Executive shall have the opportunity to cure any such acts or omissions (other than item (i) above) within fifteen (15) days of the Executive's receipt of a resolution adopted by the Board finding that, in the good faith opinion of the Board, the Executive is guilty of acts or omissions constituting "Cause," which resolution has been duly adopted by an affirmative vote of a majority of the Board (excluding the Executive and any individual alleged to have participated in the acts constituting "Cause"). Any such vote shall be taken at any time “a meeting of the Board called and held for cause” upon such purpose, after reasonable written notice is provided to Employee, the Executive setting forth in reasonable detail the facts and circumstances claimed to provide a basis of termination for Cause and the determination of “for cause” (as defined herein). “For cause” shall be defined as conviction of a felony resulting in a material adverse economic effect on Employer; provided that the determination of such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted by a vote of no less than two-thirds (2/3’s) of the entire Board of Directors of the Bank at a meeting duly held and called for such purpose; and provided further, that Employee shall be Executive is given reasonable notice of such meeting and shall have the an opportunity, together with his counsel, to be heard before the Board of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon receipt of the notice by Employee, and the date on which the notice is received shall be deemed to be the Separation Date. In the event Employee is terminated pursuant to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationBoard.

Termination for Cause. Employer may terminate EmployeeFor purposes of this Agreement, “Termination for Cause” shall include termination because of Executive’s employment at personal dishonesty; incompetence; willful misconduct (including, without limitation, personal behavior that would cause disruption in the workplace with third parties, other employees, customers, or Board members); breach of fiduciary duty involving personal profit; moral turpitude; intentional failure to perform stated duties; willful violation of any time law, rule, or regulation which negatively impacts Bank (other than traffic violations or similar offenses) or willful violation of a final cease-and-desist order; or a material breach of any provision of this Agreement. For purposes of this Paragraph 7, the term “for causewillful” upon written notice is defined to Employee, setting forth in reasonable detail the basis include any act or omission which demonstrates an intentional or reckless disregard for the determination duties and responsibilities owed to the business of “Bank by Executive. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for cause” (as defined herein). “For cause” Cause unless and until there shall be defined as conviction have been delivered to him a copy of a felony resulting in a material adverse economic effect on Employer; provided that the determination of such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted by a the affirmative vote of no not less than twothree-thirds fourths (2/3’s3/4) of the entire Board of Directors members of the Bank at a meeting duly held Board, finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and called specifying the reasons thereof. Executive shall not have the right to receive compensation or other benefits for such purpose; any period after Termination for Cause. Any unexercised stock options granted to Executive under any stock option plan or any unvested awards granted under any other stock benefit plan of Bank, or any subsidiary or affiliate thereof, shall become null and provided furthervoid, that Employee shall be given reasonable notice effective upon Executive's receipt of such meeting Notice of Termination for Cause pursuant to Paragraph 8 hereof, and shall have the opportunity, together with counsel, to not be heard before the Board of Directors exercisable by Executive at any time subsequent to such meeting. Termination under such circumstance shall be effective immediately upon receipt of the notice by Employee, and the date on which the notice is received shall be deemed to be the Separation Date. In the event Employee is terminated pursuant to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationCause.

Termination for Cause. Employer This Agreement may terminate Employee’s employment at any time “be terminated for cause” upon written notice to Employee, setting forth in reasonable detail the basis for the determination of “for cause” (Cause as defined herein)hereinafter defined. “For causeCause” shall be defined mean: (i) the Executive’s death; (ii) the Executive’s Permanent Disability, which shall mean the Executive’s inability, as conviction a result of physical or mental incapacity, substantially to perform his duties hereunder for a period of six (6) consecutive months; (iii) a material violation by the Executive of any applicable material law or regulation respecting the business of the Employer, the Holding Company or the Subsidiaries; (iv) the Executive being found guilty of a felony resulting or an act of dishonesty in connection with the performance of his duties as an officer of the Employer, or which disqualifies the Executive from serving as an officer or director of the Employer, the Holding Company or any one of the Subsidiaries; (v) the willful or negligent failure of the Executive to perform his duties hereunder in any material respect; (vi) the Executive engages in one or more violations of Employer’s policies or procedures or directives of the Board and that have a material financial adverse economic effect on Employerthe Employer or any one of the Subsidiaries; provided that or (vii) the determination of such material adverse economic effect shall in any case be made Executive is removed or suspended from banking pursuant to a resolution duly adopted by a vote of no less than two-thirds (2/3’sSection 8(e) of the entire Board of Directors Federal Deposit Insurance Act, as amended (the “FDIA”), or any other applicable state or federal law. The Executive shall be entitled to at least thirty (30) days’ prior written notice of the Bank at a meeting duly held and called Employer’s intention to terminate his employment for any cause (except the Executive’s death) specifying the grounds for such purpose; termination and provided further, that Employee shall be given provided a reasonable notice opportunity to present to the Board his position regarding any dispute relating to the existence of such meeting and shall have the opportunity, together with counsel, to be heard before the Board of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon receipt of the notice by Employee, and the date on which the notice is received shall be deemed to be the Separation Datecause. In the event Employee of a dispute regarding the Executive’s Permanent Disability, each of the Executive and the Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of the Executive’s employment with the Employer for Cause, the Executive shall be entitled to receive from the Employer only such payments as are due and owing to the Executive as of the effective date of such termination. If the Executive’s employment is terminated for Cause pursuant to this Section, Employee then the Employer shall only be entitled only required to pay the Executive such Base Salary as shall have accrued salary, vacation through the effective date of such termination and reimbursement expenses for which expense reports neither the Employer nor any of the Subsidiaries shall have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior any further obligations to the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationExecutive.

Termination for Cause. Employer At any time during the Term, the Companies may terminate Employeethis Agreement and Executive’s employment at any time with the Companies for “for causeCause” upon written notice to Employee, setting forth as provided in reasonable detail the basis for the determination of this Section 8.4. The term “for cause” (as defined herein). “For causeCause” shall be defined as mean the occurrence of one or more of the following events: (a) Executive’s gross or habitual neglect of his employment duties and responsibilities; (b) Executive’s conviction of of, pleading guilty to, or pleading nolo contendere or its equivalent to, a felony resulting in a material adverse economic effect on Employeror any crime involving moral turpitude; provided that the determination of such material adverse economic effect shall (c) Executive’s engaging in any case be made pursuant to a resolution duly adopted by a vote illegal conduct or willful misconduct in the performance of no less than two-thirds (2/3’s) his employment duties for any of the entire Companies (or their affiliates); (d) Executive’s engaging in any fraudulent or dishonest conduct in his dealings with, or on behalf of, any of the Companies (or their affiliates); (e) Executive’s failure or refusal to follow the lawful instructions of the Board of Directors of any of the Bank at Companies, if such failure or refusal continues for a meeting duly held and called for such purpose; and provided further, that Employee shall be given reasonable notice period of such meeting and shall have the opportunity, together with counsel, to be heard before five (5) calendar days after the Board of Directors at of any such meeting. Termination under such circumstance shall be effective immediately upon receipt of the Companies delivers to Executive a written notice stating the instructions which Executive has failed or refused to follow; (f) Executive’s breach of his obligations under this Agreement; (g) Executive’s gross negligence in the performance of his employment duties under this Agreement; or (h) Executive’s misuse of alcohol or drugs which interferes materially with the performance of Executive’s employment duties for any of the Companies. Upon the occurrence of any of the events specified above, the Companies may terminate Executive’s employment for Cause by Employeenotifying Executive in writing of its decision to terminate his employment for Cause, and Executive’s employment and this Agreement shall terminate at the close of business on the date on which the notice is received Companies give such notice. Upon termination of Executive’s employment by the Companies for Cause, the obligation to pay or provide Executive compensation and benefits under this Agreement shall terminate, except: (a) Executive shall be deemed to be paid that portion of his Base Salary, at the Separation Date. In rate then in effect, which shall have been earned through the event Employee is terminated pursuant to this Section, Employee termination date; and (b) Executive shall be entitled only to paid or provided such other payments or benefits, if any, which had accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to hereunder before the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationdate.

Termination for Cause. The employment of the Executive under this Agreement may be terminated by the Employer may terminate Employee’s employment at any time “on a "for cause” upon written notice " basis, as hereinafter defined. If the Executive's employment is terminated by the Employer "for cause" under this subparagraph (e), then the Employer shall only be obligated to Employeepay the Executive such Base Salary as shall have accrued through the effective date of the termination, setting forth in reasonable detail and the Employer shall not be required to pay the Executive any performance bonus for the current fiscal year, or have any further obligations whatsoever to the Executive (other than payment of amounts remaining unpaid pursuant to declared performance bonuses for prior fiscal years and reimbursement for previously approved expenses). Termination "for cause" shall mean the termination of Executive's employment on the basis for of, or as a result of, one or more of the determination following circumstances: (i) a violation by the Executive of “for cause” any applicable material law or regulation respecting the business of the Employer; (as defined herein). “For cause” shall be defined as conviction of ii) the Executive being found guilty of, or being publicly associated with, a felony resulting or an act of dishonesty or an act of willful or reckless behavior in connection with the performance of his duties as an officer of the Employer, or otherwise; or (iii) the Executive's course of conduct constituting the willful or negligent failure of the Executive to perform his duties hereunder and which is, or may result in a material adverse economic effect on Employer; provided that the determination of such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted by a vote of no less than two-thirds (2/3’s) of the entire Board of Directors of the Bank at a meeting duly held and called for such purpose; and provided further, that Employee shall be given reasonable notice of such meeting and shall have the opportunity, together with counsel, to be heard before the Board of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon receipt of the notice by Employee, and the date on which the notice is received shall be deemed to be the Separation Date. In the event Employee is terminated pursuant to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior detriment to the Separation Date in accordance with Employer’s policies and this Agreement and Company as reasonable determined by the Board. The Executive shall be entitled to no further compensation thirty (30) days' prior written notice (the "Termination Notice") of the Employer's intention to terminate his employment for cause and such Termination Notice shall specify the grounds for such termination; afford the Executive a reasonable opportunity to cure any conduct or severance payment of act (if curable) alleged as grounds for such termination; and afford the Executive a reasonable opportunity to present to the Board his position regarding any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan dispute relating to the timing existence of distributionssuch cause. If a “change of control” Notwithstanding the foregoing procedure, the Employer (as defined belowthrough the Board) shall have occurred prior the unilateral right to Employee’s make the final substantive determination as to whether the Executive has properly remedied or otherwise addressed those matters described in the Termination Notice as grounds for termination pursuant of the Executive's employment; and in the event that the Employer determines (as of the expiration of the above-contemplated 30-day period), that the Executive has not appropriately remedied or otherwise addressed those matters, then the Executive's term of employment shall in all events automatically terminate as of the thirtieth (30th) day after the Employer delivers the Termination Notice, without any responsibility of obligation of the Employer to this Section 7.02, provide the provisions Executive with any further notice or explanation of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent the grounds for his termination.

Termination for Cause. Employer During the Term of Employment, the Company may terminate Employee’s employment at any time “for cause” upon written time, without giving notice to Employee, immediately terminate this Agreement for Cause. As used herein, "Cause" shall mean if Employee (a) commits any act of embezzlement, theft, fraud or dishonesty; (b) engages in unfair competition with the Company or any subsidiary of the Company whether or not wholly-owned; (c) is convicted of any felony; (d) breaches any material provision of the Confidentiality Agreement entered into by Employee pursuant to Section 6 of this Agreement; (e) uses illegal drugs or abuses other substances or (f) willfully breaches any other material provision of this Agreement. The Company may also terminate Employee for "Cause" if Employee materially breaches or habitually neglects or fails in any material way to perform the usual and customary duties of his job, or any other duties required to be performed under the terms of this Agreement, or the policies of the Company, in which case the Company may, at its option, terminate this Agreement by giving written notice of termination to Employee. Any termination pursuant to either of the two preceding sentences shall be without prejudice to any other remedy to which the Company may be entitled either at law, in equity, or under this Agreement. Before the Company may terminate this Agreement by reason of Employee's habitual neglect of or failure to perform the usual and customary duties of his job or policies of the Company, the Company must first notify Employee in writing, setting forth in reasonable detail the basis for the determination of “for cause” (as defined herein). “For cause” shall be defined as conviction of a felony resulting in a material adverse economic effect on Employer; provided that the determination of such material adverse economic effect shall in any case be made pursuant those duties and/or policies which Employee has habitually neglected or failed to a resolution duly adopted by a vote of no less than two-thirds (2/3’s) of the entire Board of Directors of the Bank at a meeting duly held and called for such purpose; and provided further, that Employee shall be given reasonable notice of such meeting and shall have the opportunity, together with counsel, to be heard before the Board of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon receipt of the notice by Employeeperform, and provide Employee a reasonable period of time, not to exceed thirty (30) days, in which to cure such neglect or failure. If Employee does not cure the date on which specified areas of neglect of failure, the notice is received shall be deemed to be Company may terminate this Agreement immediately by giving Employee written notice. At the Separation Date. In the event Employee is terminated pursuant to this Sectiontime of any termination for Cause, Employee shall be entitled only to receive any Base Salary and employment benefits which shall have accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and date of termination, but shall not be entitled to no further compensation any Bonus or severance payment of any naturepayments, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment salary or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan employment benefits relating to periods subsequent to the timing date of distributions. If a “change of control” (as defined below) shall have occurred prior termination, subject to Employee’s termination pursuant 's rights to this Section 7.02continue medical and dental coverage under the Company's group policy, the provisions of Section 7.04 shall continue to apply notwithstanding at Employee’s subsequent termination's expense, as may be provided by law.

Termination for Cause. Employer may terminate EmployeeExecutive’s employment at for cause as hereinafter defined. “Cause” shall mean: (i) a material violation by Executive of any time “for cause” upon written notice applicable material law or regulation respecting the business of Employer or its Affiliates; (ii) Executive’s commission of an action constituting a felony, an act of dishonesty in connection with the performance of Executive’s duties as an officer of Employer, or an act which disqualifies Executive from serving as an officer of Employer; (iii) Executive’s willful or negligent failure to Employee, setting forth perform his duties hereunder in reasonable detail the basis for the determination of “for cause” any material respect; (iv) Executive’s failure (as defined herein). “For cause” shall be defined as conviction of a felony resulting in a material adverse economic effect on Employer; provided that determined by the determination of such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted by a vote of no less than two-thirds (2/3’s) of the entire Board of Directors of Employer (the Bank “Board”)) to comply with the reasonable rules, regulations, policies, directions and restrictions as may be established from time to time by the Board or the President and Chief Executive Officer, provided that the implementation of such rules, regulations, policies, directions and restrictions would not give the Executive the right to terminate for Constructive Discharge under Section 6(c)(i)(B) unless Executive did not object in writing to such rules, regulations, policies, directions or restrictions within ten (10) days after their implementation; or (v) Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the “FDIA”), or any other applicable state or federal law. Executive shall be entitled to at a meeting duly held and called least thirty (30) days’ prior written notice of Employer’s intention to terminate Executive’s employment for any Cause specifying the grounds for such purpose; termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and provided furthera reasonable opportunity to present to the Board Executive’s position regarding any dispute relating to the existence of such cause. Upon a termination of Executive’s employment with Employer for Cause, that Employee Executive shall be given reasonable notice entitled to receive from Employer only the Earned Amounts and Employer shall not be obligated to pay Executive any bonus or other compensation of such meeting and any kind, or have any further obligations to Executive; provided, however, Executive shall not forfeit any rights Executive may have the opportunityunder any welfare or retirement benefit plans of Employer. For purposes of this Agreement, together with counsel, to be heard before the Board of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon receipt of the notice by Employee, and the date on which the notice is received Executive’s employment shall be deemed to have been terminated for Cause as of the date of termination if, after Executive’s employment is terminated, facts and circumstances are discovered that would have justified, in the Board’s opinion, a termination for Cause. If Executive’s termination is determined to be for Cause as provided in the Separation Date. In the event Employee is terminated immediately preceding sentence, Executive shall, upon notice from Employer, immediately repay all amounts paid to Executive pursuant to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment his termination of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationemployment.

Termination for Cause. Employer The Company may terminate Employee’s the Executive's employment pursuant to the terms of this Agreement at any time “for cause” upon Cause by giving written notice of termination. The Executive shall have 10 days from the date of the notice to Employee, setting forth in reasonable detail provide the basis Company with evidence that the Company is mistaken as to "Cause" and that the Executive's behavior does not meet the criteria for the determination of “for cause” ("Cause" as defined herein). “For cause” During such 10 day period the Executive shall be defined suspended without pay; if employment is reinstated the Executive shall be paid for the 10 day period and if the termination is upheld such termination shall be effective upon the giving of written notice of termination. Upon any such termination for Cause, the Executive shall have no right to compensation or reimbursement under Section 4, or to participate in any employee benefit programs under Section 5, except as conviction provided by law, for any period subsequent to the effective date of termination. For purposes of this Section 6(b), "Cause" shall mean: (i) the Executive is convicted of a felony resulting in involving any subject matter (ii) is charged with a material adverse economic effect on Employer; provided that the determination of such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted by a vote of no less than two-thirds (2/3’s) of the entire Board of Directors of the Bank at a meeting duly held and called for such purpose; and provided further, that Employee shall be given reasonable notice of such meeting and shall have the opportunity, together with counsel, to be heard before the Board of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon receipt of the notice by Employee, and the date on which the notice is received shall be deemed to be the Separation Date. In the event Employee is terminated pursuant to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan felony relating to the timing business of distributions. If the Company or any Affiliate; (iii) is convicted of a “change misdemeanor directly involving the Executive's employment which directly affects the business of control” the Company; (as defined belowiv) shall is found after an internal investigation to have occurred prior engaged in sexual misconduct which is related to Employee’s termination pursuant the Executive's employment or the business of the Company; (v) the Executive, in carrying out his duties hereunder, has acted with gross negligence or intentional misconduct resulting, in either case, in harm to the Company; (vi) the Executive misappropriates Company funds or otherwise defrauds the Company; (vii) the Executive breaches his fiduciary duty to the Company resulting in profit to him, directly or indirectly; (viii) the Executive has been found to have committed any act or failed to take any action which results in the Company's common stock being delisted for trading on the principal trading market or exchange; (ix) the Executive is convicted of illegal possession or use of a controlled substance; (x) the Executive engages in chronic absenteeism or drinking to excess; (xi) the Executive fails or refuses to cooperate in any official investigation conducted by or on behalf of the Company; (xii) the Executive materially breaches any provision of this Agreement including Section 7.02, 3(d); or (xiii) the provisions Executive on more than one occasion fails to comply with the directives of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationthe Company's board of directors.

Termination for Cause. Employer may If, through any cause, the Grantee shall fail to fulfill its obligations under this Award Agreement in a timely and proper manner, the Agency shall have the right to terminate Employee’s employment at any time “for cause” upon this Award Agreement by giving written notice to Employeethe Grantee and specifying the effective date thereof. Unexpended funds held by the Grantee shall revert to the Agency upon termination of this Award Agreement. In that event, setting forth in reasonable detail all finished or unfinished deliverable items prepared by the basis for Grantee under this Award Agreement shall, at the determination of “for cause” (as defined herein). “For cause” shall be defined as conviction of a felony resulting in a material adverse economic effect on Employer; provided that the determination of such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted by a vote of no less than two-thirds (2/3’s) option of the entire Board of Directors of the Bank at a meeting duly held and called for such purpose; and provided furtherAgency, that Employee shall be given reasonable notice of such meeting and shall have the opportunity, together with counsel, to be heard before the Board of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon receipt of the notice by Employee, become its property and the date on which the notice is received shall be deemed to be the Separation Date. In the event Employee is terminated pursuant to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and Grantee shall be entitled to no further receive just and equitable compensation for any satisfactory work completed on such materials, minus any payment or severance payment of any nature, provided howevercompensation previously made. Notwithstanding the foregoing provision, the Employee will also Grantee shall not be entitled relieved of liability to the Agency for damages sustained by the Agency by virtue of the Grantee’s breach of this Award Agreement, and the Agency may withhold any payment due the Grantee for the purpose of all vested awards setoff until such time as the exact amount of benefit plans damages due the Agency from such breach can be determined. In case of default by the Grantee, the State may procure the services from other sources and incentive programs which Employee is vested hold the Grantee responsible for any excess cost occasioned thereby. The State reserves the right to require a performance bond or other acceptable alternative performance guarantees from successful offeror without expense to the State. In addition, in accordance the event of default by the Grantee under this Award Agreement, the State may immediately cease doing business with the terms Grantee, immediately terminate for cause all existing contracts the State has with the Grantee, and de-bar the Grantee from doing future business with the State. Upon the Grantee filing a petition for bankruptcy or the entering of those plans. Any such payment a judgment of bankruptcy by or distribution from a nonqualified deferred compensation plan shall be governed by against the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02Grantee, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationState may immediately terminate, for cause, this Award Agreement and all other existing contracts the Grantee has with the State, and de-bar the Grantee from doing future business.

Termination for Cause. Employer The Company may terminate Employeethe Executive’s employment for Cause. For purposes of this Agreement, “Cause” means the Executive: (i) willfully, substantially, and continually fails to perform the duties for which he is employed by the Company; (ii) willfully fails to comply with the legal instructions of the Board or the CEO; (iii) willfully engages in conduct which is or would reasonably be expected to be materially and demonstrably injurious to the Company; (iv) willfully engages in an act or acts of dishonesty resulting in material personal gain to the Executive at the expense of the Company; (v) is indicted for, or enters a plea of nolo contendere to, a felony; (vi) engages in an act or acts of gross malfeasance in connection with his employment hereunder; (vii) commits a material breach of Sections 12, 13 or 14 of this Agreement; (viii) commits a material breach of any time “policies and procedures contemplated by the Company’s Code of Conduct or similar policy; or (ix) exhibits demonstrable evidence of alcohol or drug abuse having a substantial adverse effect on his job performance hereunder. The Company shall exercise its right to terminate the Executive’s employment for cause” upon Cause by giving him written notice to Employee, setting forth of termination on or before the date of such termination specifying in reasonable detail the basis for the determination of “for cause” (as defined herein). “For cause” shall be defined as conviction of a felony resulting in a material adverse economic effect on Employer; provided that the determination of circumstances constituting such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted by a vote of no less than two-thirds (2/3’s) of the entire Board of Directors of the Bank at a meeting duly held and called for such purpose; and provided further, that Employee shall be given reasonable notice of such meeting and shall have the opportunity, together with counsel, to be heard before the Board of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon receipt of the notice by EmployeeCause, and providing Executive with a period of at least thirty (30) days in which to cure the date on which the notice conduct constituting Cause if such conduct is received shall be deemed to be the Separation Datecapable of being cured. In the event Employee is terminated pursuant to this Sectionof such termination of the Executive’s employment for Cause, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and Executive shall be entitled to no further receive (A) his base salary pursuant to Section 3(a) and any other compensation or severance payment of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating benefits to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination extent actually earned pursuant to this Section 7.02Agreement or under any benefit plan or program of the Company as of the date of such termination at the normal time for payment of such salary, compensation or benefits and (B) any amounts owed under the provisions reimbursement policy of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent termination5.

Termination for Cause. The Employer may terminate Employeethe Executive’s employment at any time “for cause” upon written notice to EmployeeCause, setting forth in reasonable detail the basis for the determination of “for cause” (as defined herein). “For cause” shall be defined as conviction of a felony resulting in a material adverse economic effect on Employer; provided that the determination of such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted by a vote of no less than two-thirds (2/3’s) of the entire Board of Directors of the Bank after providing Executive with at a meeting duly held and called for such purpose; and provided further, that Employee shall be given reasonable least 30 days’ notice of such meeting proposed termination and shall 15 days to remedy the alleged defect. In this Agreement, “Cause” means the wilful and continued failure by the Executive to substantially perform, or otherwise properly carry out, the Executive’s duties on behalf of RBA Pubco or an affiliate, or to follow, in any material respect, the lawful policies, procedures, instructions or directions of the Employer or any applicable affiliate (other than any such failure resulting from the Executive's disability or incapacity due to physical or mental illness), or the Executive wilfully or intentionally engaging in illegal or fraudulent conduct, financial impropriety, intentional dishonesty, breach of duly of loyalty or any similar intentional act which is materially injurious RBA Pubco or an affiliate, or which may have the opportunityeffect of materially injuring the reputation, together with counselbusiness or business relationships of the Employer or on affiliate, or any other act or omission constituting cause for termination of employment without notice or pay in lieu of notice at common law. For the purposes of this definition, no act, or failure to act, on the part of an Executive shall be considered “wilful” unless done, or omitted to be heard before done, by the Board of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon receipt Executive in bad faith and without reasonable belief that the Executive’s action or omissions were in, or not opposed to, the best interests of the notice by Employee, Employer and the date on which the notice is received shall be deemed to be the Separation Dateits affiliates. In the event Employee is terminated of termination for Cause, all unvested stock options granted to the Executive pursuant to this Section, Employee shall the terms of the Option Plan will immediately be entitled only void on the date the Employer notifies the Executive of such termination. The Executive will have 30 days from the date of termination to accrued salary, vacation and reimbursement expenses for exercise any options which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer vested prior to the Separation Date in accordance with Employer’s policies date of termination, subject to the terms and this Agreement conditions of the Option Plan and shall be entitled to no further compensation or severance payment the applicable individual option agreements. In the event of any nature, provided howevertermination for Cause, the Employee rights of the Executive with respect to any PSUs and RSUs held by the Executive will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating pursuant to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02PSU Plan and RSU Plan, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationrespectively.

Termination for Cause. Employer may terminate Employee’s employment at any time “Immediately following notice of termination for cause” upon written notice to Employee, setting forth in reasonable detail the basis for the determination of “for cause” "Cause" (as defined hereinbelow), specifying such Cause, given by the Company (termination pursuant to this Section 6.3 being referred to herein as termination for "Cause"). “For cause” As used herein, "Cause" means (i) termination based on Consulting Executive's conviction or plea of "guilty" or "no contest" to any crime constituting a felony in the jurisdiction in which the crime constituting a felony is committed, any crime involving moral turpitude (whether or not a felony), or any other violation of criminal law involving dishonesty or willful misconduct that materially injures the Company (whether or not a felony); (ii) Consulting Executive's substance abuse that in any manner interferes with the performance of his duties; (iii) Consulting Executive's failure or refusal to perform his duties at all or in an acceptable manner, or to follow the lawful and proper directives of the Board of Directors or Consulting Executive's supervisor(s) that are within the scope of Consulting Executive's duties; (iv) Consulting Executive's breach of this agreement; (v) Consulting Executive's breach of the Company's Confidentiality, Proprietary Information and Inventions policies; (vi) misconduct by Consulting Executive that has or could discredit or damage the Company; (vii) Consulting Executive's indictment for a felony violation of the federal securities laws; or (viii) Consulting Executive's chronic absence from work for reasons other than illness. Any determination of for Cause termination shall be defined as conviction of a felony resulting in a material adverse economic effect on Employer; provided that made by the determination of such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted by a vote of no less than two-thirds (2/3’s) of the entire Board of Directors of the Bank at a meeting duly held and called for such purpose; and provided further, that Employee shall be Company after having first given reasonable thirty (30) days written notice to Consulting Executive of such meeting determination, and shall have afforded Consulting Executive the opportunity, together with counsel, opportunity to be heard before by the full Board of Directors at Directors. Notwithstanding any such meeting. Termination under such circumstance shall be effective immediately upon receipt of the notice by Employeeother provision in this Agreement, and the date on which the notice is received shall be deemed to be the Separation Date. In the event Employee if Consulting Executive is terminated pursuant to subsection (iii) of this SectionSection 6.3 for poor job performance, Employee shall be entitled only excluding refusal to accrued salaryperform his duties, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) Consulting Executive shall have occurred prior sixty (60) days to Employee’s cure the behavior upon which the threatened termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationis based.

Termination for Cause. Employer The Company may terminate EmployeeExecutive’s employment pursuant to the terms of this Agreement at any time “for cause by giving written notice of termination. Such termination will become effective upon the giving of such notice. Upon any such termination for cause” upon written notice , Executive shall have no further right to Employeecompensation, setting forth in reasonable detail the basis for the determination bonus or reimbursement under Section 5. For purposes of this Section 7.02, “for cause” (as defined herein). “For cause” shall be defined as conviction mean: (i) Executive is convicted of a felony resulting in which is directly related to Executive’s employment or the business of the Company or could otherwise reasonably be expected to have a material adverse economic effect on Employerthe Company’s business, prospects or future stock price which price should be measured over a period of at least six months. Felonies involving the driving of motor vehicles shall not be grounds for termination; provided that the determination of such (ii) Executive, in carrying out his duties hereunder, has been found in a civil action to have committed gross negligence or intentional misconduct resulting in either case in direct material adverse economic effect shall in any case be made pursuant to a resolution duly adopted by a vote of no less than two-thirds (2/3’s) of the entire Board of Directors of the Bank at a meeting duly held and called for such purpose; and provided further, that Employee shall be given reasonable notice of such meeting and shall have the opportunity, together with counsel, to be heard before the Board of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon receipt of the notice by Employee, and the date on which the notice is received shall be deemed to be the Separation Date. In the event Employee is terminated pursuant to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior harm to the Separation Date Company; (iii) Executive is found in accordance with Employera civil action to have breached his fiduciary duty to the Company resulting in direct profit to him; (iv) Executive is found in a civil action to have materially breached any provision of Section 10 or Section 11; (v) Executive’s policies and this Agreement and shall be entitled repeated refusal (other than any failure to no further compensation perform arising from a physical or severance payment of any nature, provided however, the Employee will also be entitled mental disability) to payment of all vested awards of benefit plans and incentive programs which Employee is vested act in accordance with the terms reasonable directions of those plans. Any the Company’s Board of Directors directing Executive to perform services consistent with Executive’s status as an officer of the Company, which refusal is not cured by Executive within ten (10) days of Executive’s receipt of written notice thereof from the Company (provided, however, that if such payment breach cannot be cured within ten (10) days and Executive commences the cure thereof and diligently pursues the same, such failure shall not constitute “cause” unless such breach is not cured in its entirety within twenty (20) days of Executive’s receipt of the written notice of breach); (vi) Executive commits acts of dishonesty, fraud, misrepresentation, or distribution from a nonqualified deferred compensation plan shall be governed other acts of moral turpitude, that would prevent the effective performance of his duties; and (vii) Executive’s material breach of any obligations of Executive which remains uncured for more than ten (10) days after written notice thereof by the terms of such plan relating Company to Executive. Executive's failure to comply with the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions requirements of Section 7.04 10 of this Agreement shall continue to constitute a material breach of this Agreement. The term "found in a civil action" shall not apply notwithstanding Employee’s subsequent terminationuntil all appeals permissible under the applicable rules of procedure or statute have been determined and no further appeals are permissible.

Termination for Cause. Employer The Executive's employment hereunder may terminate Employee’s employment be terminated by the Company for "Cause" (as herein defined) upon at any time “for cause” upon least thirty (30) days' prior written notice to Employeethe Executive. Termination for Cause shall mean termination by reason of (a) the willful and continued failure by Executive to substantially perform his duties with the Company (other than any such failure resulting from his incapacity due to physical or mental illness), setting forth after a written demand for substantial performance is delivered to the Executive by the President or Board of Directors, which demand specifically identifies the manner in reasonable detail which the basis for Executive is believed not to have substantially performed his duties, (b) the determination Executive's willful engagement in conduct which is or is likely to become demonstrably and materially injurious to the Company, monetarily or otherwise, or (c) the Executive's breach of “for cause” (as defined herein)Section 10.12 hereof. “For cause” purposes of this Section, no act, or failure to act, on the part of the Executive shall be defined as conviction deemed "willful" unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that his action or omission was in the best interests of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there has been delivered to him a felony resulting in a material adverse economic effect on Employer; provided that the determination copy of such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted by a the affirmative vote of no not less than two-thirds (2/3’s) a majority of the entire membership of the Board of Directors of the Bank at a meeting duly of the Board of Directors called and held and called for such purpose; and provided further, that Employee shall be given purpose (after reasonable notice of such meeting to the Executive and shall have an opportunity for the opportunityExecutive, together with his counsel, to be heard before the Board of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon receipt Directors), finding that in the good faith opinion of the notice by Employee, Board of Directors the Executive was guilty of conduct of the type set forth above in this Section and specifying the date on which particulars thereof in detail. Upon termination for Cause hereunder the notice is received shall be deemed to be the Separation Date. In the event Employee is terminated pursuant to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and Executive shall be entitled to no further compensation or severance payment receive the Executive's Base Salary through the date of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent termination.

Termination for Cause. Employer may terminate Employee’s employment at under this Agreement for Cause. As used in this Agreement, the term “Cause” shall mean the occurrence of any time “for cause” upon of (i) Employee’s engagement in (A) willful misconduct resulting in material harm to Mednax or Employer, or (B) gross negligence; (ii) Employee’s conviction of, or pleading nolo contendere to, a felony or any other crime involving fraud, financial misconduct, or misappropriation of Employer’s assets; (iii) Employee’s willful and continual failure, after written notice from Employee’s Supervisor or the Board to (A) perform substantially his employment duties consistent with his position and authority, or (B) follow, consistent with Employee’s position, setting forth duties, and authorities, the reasonable lawful mandates of Employee’s Supervisor or the Board; (iv) Employee’s failure or refusal to comply with a reasonable policy, standard or regulation of Employer in reasonable detail the basis for the determination any material respect, including but not limited to Employer’s sexual harassment, other unlawful harassment, workplace discrimination or substance abuse policies; or (v) Employee’s breach of “for cause” (as defined herein)Section 8.4 of this Agreement. “For cause” No act or omission shall be defined as conviction deemed willful or grossly negligent for purposes of a felony resulting this definition if taken or omitted to be taken by Employee in a material adverse economic effect on Employer; provided good faith belief that such act or omission to act was in the determination best interests of such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted by a vote of no less than two-thirds (2/3’s) Employer or Mednax or if done at the express direction of the entire Board of Directors of the Bank at Mednax. The termination date for a meeting duly held and called for such purpose; and provided further, that Employee shall be given reasonable notice termination of such meeting and shall have the opportunity, together with counsel, to be heard before the Board of Directors at any such meeting. Termination Employee’s employment under such circumstance shall be effective immediately upon receipt of the notice by Employee, and the date on which the notice is received shall be deemed to be the Separation Date. In the event Employee is terminated this Agreement pursuant to this SectionSection 4.1 shall be the date specified by Employer in a written notice to Employee of finding of Cause, which may not be retroactive. Upon termination of Employee’s employment under this Agreement pursuant to Section 4.1, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer compensation in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02subject to, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent termination5.1 hereof.

Termination for Cause. Employer may terminate EmployeeTermination for “Cause” shall mean termination because of Executive’s employment at (a) willful misconduct or habitual neglect in the performance of his duties under this Agreement, (b) conviction for any time “for cause” upon felony involving fraud, dishonesty or moral turpitude, (c) material breach of any material provision of this Agreement that remains uncured ten (10) days following receipt by Executive from Company of written notice to Employeethereof, setting forth in reasonable detail the basis for the determination of “for cause” (as defined herein). “For cause” shall be defined as conviction unless such breach is of a felony resulting kind not susceptible to cure within such ten (10) day period, in a material adverse economic effect on Employer; provided that the determination which case Executive shall have used his commercially reasonable effort to commence cure of such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted by a vote of no less than two-thirds breach within such ten (2/3’s10) of the entire Board of Directors of the Bank at a meeting duly held and called for such purpose; and provided further, that Employee shall be given reasonable notice of such meeting day period and shall have cured such breach no later than the opportunitythirtieth (30th) day following receipt by Executive of such written notice, together (d) material violation of Company’s policies, the violation of which by other management employees would be grounds for termination of such other management employees, and that remains uncured ten (10) days following receipt by Executive from Company of written notice thereof, unless such violation is of a kind not susceptible to cure within such ten (10) day period, in which case Executive shall have used his commercially reasonable effort to commence cure of such violation within such ten (10) day period and shall have cured such violation no later than the thirtieth (30th) day following receipt by Executive of such written notice, (e) Executive’s conviction by, or entry of a plea of guilty or nolo contendere in, a court of competent and final jurisdiction for any felony which would materially and adversely interfere with counselExecutive’s ability to perform his services under this Agreement, (f) Executive’s perpetration of an intentional and knowing fraud against or affecting Company, or any customer, agent, or employee thereof, or (g) material dishonesty, moral turpitude, fraud or misrepresentation with respect to be heard before the Board of Directors at any such meetinghis material duties under this Agreement. Termination under such circumstance For purposes hereof, no act or failure to act on Executive’s part shall be effective immediately upon receipt “willful” unless done or omitted not in good faith and without actual belief that the action or omission was in the best interest of Company. Notwithstanding the notice by Employeeforegoing, and the date on which the notice is received Executive shall not be deemed to be have been terminated for Cause unless and until there shall have been delivered to him a notice of termination which shall include a statement to the Separation effect that Executive was guilty of conduct justifying termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause which have not vested or been earned as of the Termination Date. In Executive shall have the event Employee is terminated pursuant right to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further receive compensation or severance other benefits which have already vested or been earned as of the Termination Date for Cause, unless payment of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee such compensation or benefits is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed expressly prohibited by the terms of any plan, program or agreement governing such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationcompensation or benefits.

Termination for Cause. Employer The Company may terminate Employee’s Executive's ---------------------- employment at hereunder for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate Executive's employment hereunder upon (i) the willful and continued failure by Executive to substantially perform his duties hereunder (other than any time “such failure resulting from Executive's incapacity due to physical or mental illness) after demand for cause” upon written notice substantial performance is delivered by the Company specifically identifying the manner in which the Company believes Executive has not substantially performed his duties, or (ii) the Executive being convicted of a crime constituting a felony, or (iii) the Executive intentionally committing acts or failing to Employeeact, setting forth either of which involves willful malfeasance with the intent to maliciously harm the business of the Company, or (iv) the willful violation by Executive of the provisions of Section 8 hereof provided that such violation results in reasonable detail material injury to the basis for the determination of “for cause” (as defined herein)Company. “For cause” No act, or failure to act, on Executive's part shall be defined as conviction considered "willful" unless intentionally done, or intentionally omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to Executive a copy of a felony resulting in a material adverse economic effect on Employer; provided that the determination of such material adverse economic effect shall in any case be made pursuant to a resolution resolution, duly adopted by a the affirmative vote of no not less than two-thirds (2/3’s) a majority of the entire Board of Directors membership of the Bank Board at a meeting duly of the Board called and held and called for such purpose; and provided further, that Employee shall be given purpose (after reasonable notice of such meeting to Executive and shall have the opportunityan opportunity for him, together with his counsel, to be heard before the Board Board), finding that, in the good faith opinion of Directors at any such meetingthe Board, Executive conducted, or failed to conduct, himself in a manner set forth above in clause (i), (ii), (iii), or (iv) of this Section 5(c), and specifying the particulars thereof in detail. Termination under such circumstance Any dispute as to whether Cause to dismiss Executive exists, shall be effective immediately upon receipt of the notice resolved by Employeearbitration conducted in Los Angeles, and the date on which the notice is received shall be deemed to be the Separation Date. In the event Employee is terminated pursuant to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested California in accordance with the terms rules of those plans. Any such payment or distribution from the American Arbitration Association and by a nonqualified deferred compensation plan shall be governed by single arbitrator reasonably acceptable to Executive and the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationCompany.

Termination for Cause. Employer may terminate Employee’s Termination by the Company of the Executive's employment at for cause (hereinafter referred to as "Termination for Cause), shall mean termination upon (i) the willful and continued failure by the Executive to substantially perform the Executive's material duties with the Company (other than any time “such failure resulting from the Executive's incapacity due to physical or mental illness or any such failure after the issuance by the Executive for cause” upon Good Reason of a Notice of Termination (as the terms "Good Reason" and "Notice of Termination" are defined in this Agreement) after a written notice demand for substantial performance is delivered to Employeethe Executive by the Board, setting which demand specifically identifies the material duties that the Board believes that the Executive has not substantially performed, or (ii) the willful engaging by the Executive in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes of this Paragraph 6, no act, or failure to act, on the Executive's part, shall be deemed "willful" unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive's action or omission was in the best interest of the Company, or (iii) the conviction of the Executive of a felony, including the plea of nolo contendere, limited solely for a crime related to the business operations of the Company, or that results in the Executive being unable to substantially carry out his duties as set forth in reasonable detail this Agreement, or (iv) the basis commission of any act by the Executive against the Company that may be construed as the crime of embezzlement, larceny, and/or grand larceny. Any other provision in this paragraph to the contrary notwithstanding, the Executive shall not be deemed to have been terminated for Termination for Cause unless and until the determination of “for cause” (as defined herein). “For cause” shall be defined as conviction of a felony resulting in a material adverse economic effect on Employer; provided that the determination of such material adverse economic effect shall in any case be made pursuant to Board duly adopts a resolution duly adopted by a the affirmative vote of no less than twothree-thirds quarters (2/3’s3/4) of the entire Board of Directors membership of the Bank Board, at a meeting duly of the Board called and held and called for such purpose; and provided further, that Employee shall be given purpose (after reasonable notice of such meeting to the Executive and shall have an opportunity for the opportunityExecutive, together with the Executive's counsel, to be heard before the Board of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon receipt Board), finding that in the good faith opinion of the notice by EmployeeBoard, the Executive was guilty of conduct described in Subparagraphs (i), (ii) or (iv) of this paragraph and specifying the date on which the notice particulars thereof in detail and a certified copy of such resolution is received shall be deemed to be the Separation Date. In the event Employee is terminated pursuant to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior delivered to the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationExecutive.

Termination for Cause. Employer may terminate EmployeeWith respect to termination of Executive’s employment at any time employment, “for cause” upon written notice to Employee, setting forth in reasonable detail the basis for the determination of “for cause” (as defined herein). “For causeCause” shall be defined considered to exist if Executive: (i) has willfully failed or refused to perform his assigned duties under this Agreement in any material respect (including, for these purposes, Executive’s inability to perform such duties as conviction a result of drug or alcohol dependency); (ii) has committed gross negligence in the performance of, or is guilty of continual neglect of, his assigned duties; (iii) has been convicted or entered a plea of guilty or nolo contendere to, the commission of a felony resulting or any other crime involving dishonesty, personal profit or other circumstance likely, in the reasonable judgment of the Board of Directors of the Company, to have a material adverse economic effect on Employerthe Bank and the Company or their business, operations or reputation taken as a whole; provided that the determination of such material adverse economic effect shall (iv) has violated, in any case material respect, any law, rule, regulation, written agreement or final cease-and-desist order applicable to the Bank or the Company in his performance of services for the Bank or the Company or the Company’s or the Bank’s code of conduct; or (v) has willfully and intentionally breached the material terms of this Agreement in any material respect. For purposes of this definition, no act or failure to act on the part of Executive shall be made considered “willful” unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive’s action or omission was in the best interests of the Bank and the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by a vote of no less than two-thirds (2/3’s) of the entire Board of Directors of the Company, the board of directors of the Bank at a meeting duly held and called or the Executive Committee of either board or based upon the written advice of counsel for such purpose; and provided further, that Employee the Company shall be given reasonable notice of such meeting and shall have the opportunity, together with counsel, conclusively presumed to be heard before done, or omitted to be done, by Executive in good faith and in the best interests of the Bank and the Company. Any such determination must be made by a majority vote of the entire membership of the Board of Directors of the Company at any such meetinga meeting of the Board of Directors called and held for that purpose, finding that, in the good faith opinion of the Board of Directors, Executive’s conduct satisfies the requirements for termination for Cause. Termination under such circumstance for Cause shall be effective immediately upon receipt effected by written Notice of Termination (as described below) to Executive setting forth with particularity the notice by Employeegrounds for termination. Notwithstanding any other provision to the contrary, and for the date on which the notice is received shall be deemed avoidance of doubt, other than with respect to be the Separation Date. In the event Employee is terminated pursuant to this Section, Employee shall be entitled only to accrued salary, vacation earned but unpaid salary and reimbursement expenses for which expense reports have been provided to Employer such other vested benefits as are set forth in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and in any other agreement or plan, Executive shall be entitled not have the right to no further receive compensation or severance payment of other benefits for any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plansperiod after termination for Cause. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating Notwithstanding anything herein to the timing contrary, Executive acknowledges and agrees that commencement of distributions. If a “change employment is further conditioned upon the Company’s prior receipt of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationsatisfactory results regarding customary drug testing.

Termination for Cause. Employer The Company may terminate Employeethis Agreement for Cause. For purposes of this Agreement, “Cause” means: (a) the willful and continued failure of the Executive to perform substantially the Executive’s employment at any time “duties with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for cause” upon written notice substantial performance is delivered to Employee, setting forth the Executive by the Board of Directors which specifically identifies the manner in reasonable detail which the basis for the determination Board of “for cause” (as defined herein). “For cause” shall be defined as conviction of a felony resulting in a material adverse economic effect on Employer; provided Directors believes that the determination Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of such material adverse economic effect shall the Company’s code of conduct, in any each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be made considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by a vote the Board of no less than two-thirds (2/3’s) Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the entire Company. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the independent and disinterested members of the Board of Directors of the Bank at a meeting duly held Company and called for such purpose; and provided furtherdelivered to the Executive. Thereafter, that Employee shall be given reasonable notice of such meeting and shall the Executive will have the opportunity, together with counsel, right for a period of thirty (30) days to be heard before the request a Board of Directors meeting to be held at a mutually agreeable time and location within the following thirty (30) days, at which meeting the Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing, any such meeting. Termination under such circumstance shall be effective immediately upon receipt termination of the notice by Employee, and the date on which the notice is received shall this Agreement will be deemed to be the Separation Date. In the event Employee is terminated pursuant to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationwithout Cause.

Termination for Cause. The employment of the Executive under this Agreement may be terminated by the Employer may terminate Employee’s employment at any time “for cause” upon written notice to Employee, setting forth in reasonable detail on the basis of "Cause," as hereinafter defined. If the Executive's employment is terminated by the Employer for Cause under this subparagraph (j), then the Employer shall only be obligated to pay to the Executive such Base Salary and vacation pay for unused vacation days as shall have accrued and remain unpaid through the effective date of termination, but the Employer shall not be required to pay to the Executive any Performance Bonus for the determination then-current fiscal year, or have any further obligations whatsoever to the Executive, other than any Performance Bonuses previously approved by the Compensation Committee for prior fiscal year(s) that remain unpaid; reimbursement for previously approved expenses; and continuation of “any amounts or rights vested pursuant to the Scheduled Benefits that remain vested upon and notwithstanding the Executive's termination for cause” (as defined herein). “For cause” Cause, in which event such rights to payment or continuation shall be defined determined pursuant to the terms of the plans under which such Scheduled Benefits are provided, and not the terms of this subparagraph (j) of Section 3. Termination for "Cause" shall mean the termination of the Executive's employment on the basis or as conviction a result of: (i) the Executive being found guilty of a felony resulting in felony; (ii) the Executive's commission of an act that disqualifies the Executive (whether under the Employer's by-laws, or under any statute, regulation, law or rule applicable to the Employer) from serving as an officer or director of the Employer; or (iii) a recurring pattern of material and willful dereliction of duty of the Executive's material responsibilities, where such recurring failure has a material adverse economic effect on upon the business of the Employer; provided , as reasonably determined by the CEO, in the CEO's good faith determination. In making such determination, it is understood that the determination CEO shall interpret and apply the above-described standards (of such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted by a vote of no less than two-thirds (2/3’s) of the entire Board of Directors of the Bank at a meeting duly held and called for such purpose; and provided furthermateriality, that Employee shall be given reasonable notice of such meeting and shall have the opportunity, together with counsel, to be heard before the Board of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon receipt of the notice by Employeeor willful dereliction, and of adversity) in a manner that is normal and customary within the date on which the notice is received shall be deemed to be the Separation DateEmployer's industry. In the event Employee is terminated pursuant to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and Executive shall be entitled to no further compensation thirty (30) days' prior written notice (the "Termination Notice") of the Employer's intention to terminate his employment for Cause, and such Termination Notice shall: specify the grounds for such termination; afford the Executive a reasonable opportunity to cure any conduct or severance payment of act (if curable) alleged as grounds for such termination; and a reasonable opportunity to present to the CEO his position regarding any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan dispute relating to the timing existence of distributionssuch Cause. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02Notwithstanding the foregoing procedure, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent termination.Employer (through

Termination for Cause. Employer The employment of the Employee may be terminated for Cause at any time; provided, however, that before the Company may terminate the Employee’s 's employment at for Cause for any time “reason that is susceptible to cure, the Company shall first send the Employee written notice of its intention to terminate this Agreement for cause” upon Cause, specifying in such notice the reasons for such Cause and those conditions that, if satisfied by the Employee, would cure the reasons for such Cause, and the Employee shall have 60 days from receipt of such written notice to Employeesatisfy such conditions. If such conditions are satisfied within such 60-day period, setting forth the Company shall so advise the Employee in reasonable detail writing. If such conditions are not satisfied within such 60-day period, the basis Company may thereafter terminate this Agreement for the determination Cause on written Notice of “for cause” Termination (as defined hereinin SECTION 13(A). “For cause” shall be defined as conviction of a felony resulting in a material adverse economic effect on Employer; provided that the determination of such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted by a vote of no less than two-thirds (2/3’s) of the entire Board of Directors of the Bank at a meeting duly held and called for such purpose; and provided further, that Employee shall be given reasonable notice of such meeting and shall have the opportunity, together with counsel, to be heard before the Board of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon receipt of the notice by Employee, and the date on which the notice is received shall be deemed to be the Separation Date. In the event Employee is terminated pursuant to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior delivered to the Separation Date in accordance Employee describing with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment of any nature, provided however, specificity the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plansgrounds for termination. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s Immediately on termination pursuant to this Section 7.02SECTION 11(A), the provisions Company shall pay to the Employee in a lump sum his then current Base Salary under SECTION 4(A) on a prorated basis to the Date of Section 7.04 Termination (as defined in SECTION 13(B)). On termination pursuant to this SECTION 11(A), the Employee shall continue forfeit (i) his Bonus under SECTION 4(B) for the year in which such termination occurs, and (ii) all unvested Options and other options, warrants and rights relating to apply notwithstanding Employee’s subsequent terminationcapital stock of the Company, except those issued prior to the date of this Agreement. For purposes of this Agreement, Cause shall mean: (1) a material breach of any of the terms of this Agreement that is not immediately corrected following written notice of default specifying such breach; (2) repeated intoxication with alcohol or drugs while on Company premises during its regular business hours to such a degree that, in the reasonable judgment of the other managers of the Company, the Employee is abusive or incapable of performing his duties and responsibilities under this Agreement; (3) conviction of a felony; or (4) misappropriation of property belonging to the Company and/or any of its affiliates.

Termination for Cause. Employer may terminate EmployeeIf the Executive’s employment at any time “for cause” upon written notice to Employee, setting forth in reasonable detail the basis for the determination of “for cause” (as defined herein). “For cause” shall be defined as conviction of a felony resulting in a material adverse economic effect on Employer; provided that the determination of such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted by a vote of no less than two-thirds (2/3’s) of the entire Board of Directors of the Bank at a meeting duly held and called for such purpose; and provided further, that Employee shall be given reasonable notice of such meeting and shall have the opportunity, together with counsel, to be heard before the Board of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon receipt of the notice by Employee, and the date on which the notice is received shall be deemed to be the Separation Date. In the event Employee is terminated pursuant to this Sectionby the Corporation for Cause, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and amount the Executive shall be entitled to no further compensation or severance payment receive from the Corporation shall be limited to his base salary accrued through the date of termination, any natureaccrued but unpaid vacation pay, provided howeverplus any bonuses earned but unpaid with respect to the fiscal year of the Corporation most recently ended, and any nonforfeitable benefits payable to the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with Executive under the terms of those plansany deferred compensation, incentive or other benefit plans maintained by the Corporation. Any such payment or distribution from a nonqualified deferred compensation plan Such payments shall be governed made to the Executive within sixty (60) days of the date of the Executive’s termination. Also, if the Executive’s employment is terminated by the terms of such plan relating Corporation for Cause, all unvested or unearned Shares, as the case may be, granted pursuant to the timing Special Award shall be forfeited. For purposes of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02Agreement, the provisions term “Cause” shall be limited to (i) action by the Executive involving willful disloyalty to the Corporation, such as embezzlement, fraud, misappropriation of Section 7.04 shall continue corporate assets or a breach of the covenants set forth in Sections 10 and 11 below; or (ii) the Executive being convicted of a felony; or (iii) the Executive being convicted of any lesser crime or offense committed in connection with the performance of his duties hereunder or involving moral turpitude; or (iv) the intentional and willful failure by the Executive to apply notwithstanding Employeesubstantially perform his duties hereunder as directed by the Board (other than any such failure resulting from the Executive’s subsequent terminationincapacity due to physical or mental disability) after a demand for substantial performance is made on the Executive by the Board of Directors.

Termination for Cause. Employer The Company may terminate Employee’s employment at any time “this Agreement for cause” upon Cause by service of written notice to Employee, setting forth in reasonable detail the basis for the determination of “for cause” (as defined herein). “For cause” shall be defined as conviction of a felony resulting in a material adverse economic effect on Employer; provided that the determination of such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted by a vote of no less than two-thirds (2/3’s) of the entire Board event constituting Cause, and such Cause continues for a period of Directors of the Bank at a meeting duly held and called for such purposethirty (30) days after written notification; and provided furtherprovided, however, that Employee shall be given reasonable notice of such meeting and shall have in the opportunity, together with counsel, event Cause cannot or is unable to be heard before the Board cured, then subject to this subsection (b), termination for Cause shall happen immediately following delivery of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon receipt of the notice by Employee, and the date on which the notice is received shall be deemed to be the Separation Datewritten notice. In the event Employee this Agreement is terminated pursuant by the Company for Cause, the Company will not have any further obligations towards Executive hereunder including, without limitation, any obligation of the Company to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement provide any further payments or which are provided to Employer prior benefits to the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment of any nature, provided however, Executive after the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms effective date of such plan relating termination. For purposes of this Agreement, “Cause” shall mean any of the following: (1) an intentional act of fraud, embezzlement, theft or any other material violation of law by Executive; (2) grossly negligent or intentional damage to the timing Company’s reputation or assets caused by Executive; (3) grossly negligent or intentional disclosure by Executive of distributions. If a “change of control” Confidential Information (as defined below) shall contrary to Executive’s obligations set forth herein; (4) the willful and continued failure by Executive to substantially perform required duties for the Company (other than as a result of Disability or death); (5) a material breach of this Agreement by Executive; or (6) the willful engagement in illegal conduct, gross misconduct by Executive, or a clearly established violation by Executive of the Company’s written policies and procedures, which is demonstrably and materially injurious to the Company, monetarily or otherwise. Any termination for Cause must be approved by a majority of the disinterested or independent members of the Board of Directors. If written notice has been delivered to Executive alleging termination for Cause, Executive will have the right to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors, at which meeting Executive will have an opportunity to be heard. Failing such determination and opportunity for hearing within thirty (30) days after delivery of the Company’s written notice, any termination of this Agreement will be deemed to have occurred prior to Employee’s termination pursuant to this Section 7.02, without Cause during the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationInitial Term.

Termination for Cause. Employer Unified may terminate Employee’s the Executive's employment at during the Employment Period for "Cause," which for purposes of this Agreement shall mean termination based upon, and only upon: (i) the continued failure of the Executive to perform substantially, during the Employment Period, the Executive's Positions and Duties with Unified (other than any time “such failure resulting from incapacity due to physical or mental illness), after a written demand for cause” upon written notice substantial performance is delivered to Employeethe Executive by the Board or the Chief Executive Officer of Unified which specifically identifies the manner in which the Board or Chief Executive Officer believes that the Executive has not substantially performed the Executive's Positions and Duties, setting forth or (ii) the willful engaging by the Executive during the Employment Period in reasonable detail gross misconduct that directly causes material injury to Unified, or (iii) conviction of the basis for the determination of “for cause” (as defined herein). “For cause” shall be defined as conviction Executive of a felony resulting (or a guilty or nolo contendere plea by the Executive with respect thereto) willfully committed by the Executive in a material adverse economic effect the course of performance of his Positions and Duties with Unified during the Employment Period. For purposes of this paragraph, no course of conduct, action or omission on Employer; provided the Executive's part shall be considered to be grounds for Cause unless such course of conduct, action or omission (x) was done without reasonable belief that the determination course of such material adverse economic effect shall conduct, action or omission was in any case be made the best interests of Unified, and (y) is inconsistent with standards of conduct consistently applied to other senior executive officers of the Unified Group. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by a vote of no less than two-thirds (2/3’s) the Board, or based upon the instructions of the entire Board Chief Executive Officer or any other senior officer of Directors Unified or any other member of the Bank at a meeting duly held and called Unified Group, or based upon the advice of counsel for such purpose; and provided further, that Employee Unified shall be given reasonable notice of such meeting and shall have the opportunity, together with counsel, conclusively presumed to be heard before done, or omitted to be done, by the Board Executive in good faith and in the best interests of Directors at any such meetingUnified. Termination under such circumstance shall for Cause may be effective immediately upon receipt of the notice by Employeeeffected by, and the date on which the only by, written notice is received shall be deemed to be the Separation Date. In the event Employee is terminated pursuant to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested Executive in accordance with the terms provisions of those plansSection 9.3 hereof stating with particularity each action or condition constituting Cause, sufficient in detail such that the corrective measures necessary to cure such action(s) or condition(s) may be readily inferred from the face of the notice. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by During the terms ninety-day period following receipt of such plan relating notice by Executive, Unified shall use its best efforts to cooperate with Executive to cure the timing of distributionsaction(s) or condition(s) set forth in Unified's notice. If a “change cure is commercially reasonable and the Executive fails to take sufficient steps within such ninety-day period to effectuate a cure, then and only then may Unified terminate his employment for Cause. Failure of control” Unified to set forth in such notice any material fact or circumstance (as defined belowthen known or that should be then known by Unified) that contributes to a showing of Cause shall have occurred prior waive any right of Unified to Employee’s termination assert such fact or circumstance in enforcing its rights under this Agreement in connection with such notice, but shall not waive Unified's right pursuant to this Section 7.02, any subsequent notice to terminate the provisions Executive on grounds of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationany then unknown material fact or circumstance.

Termination for Cause. Employer The Company may terminate Employee’s Executive's employment at for Cause. In the event that Executive's employment with the Company is terminated during the Employment Term by the Company for Cause, Executive shall not be entitled to any time “for cause” upon additional payments or benefits hereunder, other than Accrued Benefits (including, but not limited to, any then vested Stock Option, or other stock options or equity grants). For the purposes of this Agreement, "Cause" shall mean (i) the willful failure by Executive to attempt to substantially perform his duties with the Company (other than any such failure resulting from his incapacity due to physical or mental impairment), unless any such failure is corrected within thirty (30) days following written notice by the Board that specifically identifies the manner in which the Board believes Executive has substantially not attempted to Employeematerially perform his duties or (ii) the willful gross misconduct by Executive with regard to the Company that is materially injurious to the Company. No act, setting forth or failure to act, by Executive shall be "willful" unless committed without good faith and without a reasonable belief that the act or omission was in reasonable detail the best interest of the Company. No event shall be deemed the basis for Cause unless Executive is terminated therefore within sixty (60) days after such event is known to the determination Directors or to the Chairman of “any committee of the Board. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for cause” Cause without (as defined herein). “For cause” shall be defined as conviction of a felony resulting in a material adverse economic effect on Employer; i) advance written notice provided that the determination of such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted by a vote of no Executive not less than two-thirds fourteen (2/3’s14) days prior to the date of termination setting forth the Company's intention to consider terminating Executive and including a statement of the entire Board proposed date of Directors of termination and the Bank at a meeting duly held and called specific detailed basis for such purpose; and provided furtherconsideration of termination for Cause, that Employee shall be given reasonable notice (ii) an opportunity of such meeting and shall have the opportunityExecutive, together with his counsel, to be heard before the Board at least ten (10) days after the giving of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon receipt of the notice by Employee, and the date on which the notice is received shall be deemed to be the Separation Date. In the event Employee is terminated pursuant to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further compensation or severance payment proposed date of any naturetermination, provided however, (iii) a duly adopted resolution of the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested Board stating that in accordance with the terms provisions of those plansthe next to the last sentence of this paragraph (b), that the actions of Executive constituted Cause and the basis thereof, and (iv) a written determination provided by the Board setting forth the acts and omissions that form the basis of such termination of employment. Any such payment or distribution from a nonqualified deferred compensation plan determination by the Board hereunder shall be governed made by the terms affirmative vote of such plan relating to at least a two-thirds (2/3) majority of all of the timing members of distributionsthe Board (other than Executive). If a “change Any purported termination of control” employment of Executive by the Company which does not meet each and every substantive and procedural requirement of this paragraph (as defined belowb) shall have occurred prior to Employee’s be treated for all purposes under this Agreement as a termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationemployment without Cause.

Termination for Cause. Employer (a) NRF may terminate Employee’s employment at any time “for cause” this Agreement, effective upon 60 days’ prior written notice to Employee, setting forth in reasonable detail the basis for the determination of “for cause” (as defined herein). “For cause” shall be defined as conviction of a felony resulting in a material adverse economic effect on Employer; provided that the determination of such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted by a vote of no less than two-thirds (2/3’s) of the entire Board of Directors of the Bank at a meeting duly held and called for such purpose; and provided further, that Employee shall be given reasonable notice of such meeting and shall have the opportunity, together with counsel, to be heard before termination from the Board of Directors at to Asset Manager if (i) Asset Manager engages in any act of fraud, misappropriation of funds, or embezzlement against NRF or any of its subsidiaries; (ii) Asset Manager breaches, in bad faith, any provision of this Agreement or there is an event of gross negligence on the part of Asset Manager in the performance of its duties under this Agreement and, in each case, if it has a Material Adverse Effect on NRF and, with respect to a breach in bad faith or gross negligence, if the effects of such meeting. Termination under breach in bad faith or gross negligence can be reversed, such circumstance shall be effective immediately upon effects are not reversed within a period of 60 days of Asset Manager’s receipt of the written notice (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by Employeea court of competent jurisdiction, and in a non-appealable binding order, or the date on which Internal Revenue Service, in a closing agreement made under section 7121 of the notice is received shall be deemed to be the Separation Date. In the event Employee is terminated pursuant to this SectionCode, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and that a provision of this Agreement caused or which are provided will cause NRF to Employer prior fail to the Separation Date in accordance with Employer’s policies and satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement and shall be entitled in a manner that would allow NRF to no further compensation qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or severance payment of any nature, provided howevera permitted assignee, the Employee will also be entitled events in (iii) and (iv) with respect to payment of all vested awards of benefit plans and incentive programs which Employee is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan assignee shall be governed not constitute grounds for termination by the terms of such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationNRF.

Termination for Cause. Employer may terminate EmployeeTermination for “Cause” shall mean termination because of Executive’s employment at (a) willful misconduct or habitual neglect in the performance of his duties under this Agreement, (b) Executive’s conviction by, or entry of a plea of guilty or nolo contendere in, a court of competent and final jurisdiction for any time “for cause” upon felony, (c) material breach of any material provision of this Agreement that remains uncured ten (10) days following written notice thereof from the Company to EmployeeExecutive , setting forth in reasonable detail the basis for the determination of “for cause” (as defined herein). “For cause” shall be defined as conviction unless such breach is of a felony resulting kind not susceptible to cure within such ten (10) day period, in a material adverse economic effect on Employer; provided that the determination which case Executive shall have used his commercially reasonable effort to commence cure of such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted by a vote of no less than two-thirds breach within such ten (2/3’s10) of the entire Board of Directors of the Bank at a meeting duly held and called for such purpose; and provided further, that Employee shall be given reasonable notice of such meeting day period and shall have cured such breach no later than the opportunitythirtieth (30th) day following such written notice by the Company, together (d) material violation of Company’s policies, the violation of which by other management employees would be grounds for termination of such other management employees, and that remains uncured ten (10) days following written notice thereof from the Company, unless such violation is of a kind not susceptible to cure within such ten (10) day period, in which case Executive shall have used his commercially reasonable effort to commence cure of such violation within such ten (10) day period and shall have cured such violation no later than the thirtieth (30th) day following such written notice from the Company, (e) Executive’s perpetration of an intentional and knowing fraud against or affecting the Company, or any customer, agent, or employee thereof, or (f) material dishonesty, moral turpitude, fraud or misrepresentation with counselrespect to his material duties under this Agreement. For purposes hereof, no act or failure to be heard before the Board of Directors at any such meeting. Termination under such circumstance act on Executive’s part shall be effective immediately upon receipt “willful” unless done or omitted not in good faith and without actual belief that the action or omission was in the best interest of the notice by EmployeeCompany. Notwithstanding the foregoing, and the date on which the notice is received Executive shall not be deemed to be have been terminated for Cause unless and until there shall have been delivered to him a notice of termination which shall include a written statement to the Separation effect that Executive was guilty of conduct justifying termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause which have not vested or been earned as of the Termination Date. In Executive shall have the event Employee is terminated pursuant right to this Section, Employee shall be entitled only to accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date in accordance with Employer’s policies and this Agreement and shall be entitled to no further receive compensation or severance other benefits which have already vested or been earned as of the Termination Date for Cause, unless payment of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee such compensation or benefits is vested in accordance with the terms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed expressly prohibited by the terms of any plan, program or agreement governing such plan relating to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationcompensation or benefits.

Termination for Cause. Employer “Termination for Cause”, as hereinafter defined, may terminate Employee’s employment be effected by the Company at any time “for cause” upon during the term of this Agreement by written notice notification to EmployeeExecutive, setting forth specifying in reasonable detail the basis for the determination of “Termination for cause” (as defined herein)Cause. “For cause” Upon Termination for Cause, Executive shall immediately be defined as conviction of a felony resulting in a material adverse economic effect on Employer; provided that the determination of such material adverse economic effect shall in any case be made pursuant to a resolution duly adopted by a vote of no less than two-thirds (2/3’s) of the entire Board of Directors of the Bank at a meeting duly held and called for such purpose; and provided further, that Employee shall be given reasonable notice of such meeting and shall have the opportunity, together with counsel, to be heard before the Board of Directors at any such meeting. Termination under such circumstance shall be effective immediately upon receipt of the notice by Employee, and the date on which the notice is received shall be deemed to be the Separation Date. In the event Employee is terminated pursuant to this Section, Employee shall be entitled only to paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior bonus compensation to the Separation Date in accordance with Employer’s policies and this Agreement and shall extent earned, vested deferred compensation, if any, (other than pension plan or profit sharing plan benefits which will be entitled to no further compensation or severance payment of any nature, provided however, the Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs which Employee is vested paid in accordance with the terms of those the applicable plan), any benefits under any plans of the Company in which the Executive is a participant to the full extent of the Executive’s rights under such plans, accrued vacation pay for the year in which termination occurs, and any appropriate business expenses incurred by Executive reimbursable by the Company in connection with his duties hereunder, all to the date of termination, but Executive shall not be paid any other compensation or reimbursement of any kind, including without limitation, severance compensation. Any “Termination for Cause” shall mean termination by the Company of Executive’s employment by the Company by reason of (a) an order of any federal or state regulatory authority having jurisdiction over the Company, (b) the willful failure of Executive substantially to perform his duties hereunder (other than any such payment failure due to Executive’s physical or distribution from mental illness); (c) a nonqualified deferred compensation plan willful breach by Executive of any material provision of this Agreement or of any other written agreement with the Company or any of its Affiliates; (d) Executive’s commission of a crime that constitutes a felony or other crime of moral turpitude or criminal fraud; or (e) chemical or alcohol dependency which materially and adversely affects Executive’s performance of his duties under this Agreement; (f) any act of disloyalty or breach of responsibilities to the Company by the Executive which is intended by the Executive to cause material harm to the Company; (e) misappropriation (or attempted misappropriation) of any of the Company’s funds or property. If subsequent to Executive’s termination of employment hereunder for other than Cause it is determined in good faith by the Company that Executive’s employment could have been terminated for Cause hereunder, Executive’s employment shall be governed by the terms of such plan relating deemed to have been terminated for Cause retroactively to the timing of distributions. If a “change of control” (as defined below) shall have occurred prior date the events giving rise to Employee’s termination pursuant to this Section 7.02, the provisions of Section 7.04 shall continue to apply notwithstanding Employee’s subsequent terminationCause occurred.